Common use of Prohibition on Liens Clause in Contracts

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to create, incur, assume or permit to exist any Lien on or with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiaries, whether now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Holdings and Company and each Borrower shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted securing Indebtedness permitted pursuant to subsection 7.1(ii); provided that (x) such Liens attach at all times only to the Collateral Documentsassets so financed except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided indirect Subsidiary of Company or that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted acquired by Section 8.1(iii) and arising from the giving, simultaneously with Company or within 180 days a Subsidiary after the acquisitiondate of this Agreement in a Permitted Acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case such Liens (ax) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged at the time such assets are acquired, (y) attach only to specific assets acquired in such Permitted Acquisition (and the proceeds or amalgamated with or into the Company or another Restricted Subsidiary of the Company products thereof) and (so long as such Lien does z) were not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of such acquisition and, in any event, do not in the acquisition aggregate secure Indebtedness in excess of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation$5,000,000 at any time; (iv) Liens described in Schedule 7.2 annexed hereto and extensions, renewals and replacements thereof; (v) Liens securing the First Lien Indebtedness; (vi) Other Liens securing obligations in an aggregate amount not to exceed $5,000,000 at any time outstanding; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)otherwise permitted under subsection 7.1; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;[Reserved]; and (ix) Liens in favor of Company or a Guarantor securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(ysubsection 7.1(iii).

Prohibition on Liens. Company and each Borrower Tenant shall not, directly or indirectly, create or allow to remain and shall not permit any of promptly discharge, at its Restricted Subsidiaries to createexpense, incur, assume or permit to exist any Lien on the Leased Property, Tenant's leasehold interest therein, any Tenant's Personal Property now or hereafter owned, any Excess FF&E owned by Tenant, any Excess FF&E Leasehold Interest, Working Capital, or the Rent, other than (a) Permitted Liens, (b) liens for Real Estate Taxes and other Landlord Obligations, (c) subleases permitted by Article 16, (d) liens for Impositions or for sums arising from the application of Legal Requirements so long as the same (i) are not yet delinquent or (ii) are being contested in accordance with Article 8, (e) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet delinquent or are for sums that are being contested in accordance with Article 8, (f) any Facility Mortgage or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20, (g) liens first arising prior to the Commencement Date, and (h) Landlord Liens. Notwithstanding the foregoing, but subject to all other applicable terms and conditions of this Lease, including without limitation the provisions hereof regarding a Change in Control, a pledge of the ownership interests in CCC or OpCo to secure bona fide Indebtedness shall not be deemed a violation of this Section 7.1, provided that a subsequent foreclosure or other realization upon such pledge shall be subject to the Change in Control provisions of this Lease. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that Liens are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished for Alterations or Capital Expenditures by Tenant or for any other purpose during the Term. Tenant hereby acknowledges and agrees that, at all times while a Facility Mortgage is in effect, all Excess FF&E acquired by Tenant, directly or indirectly, from Landlord or leased by Tenant in accordance with Schedule 22.2 ------------- hereof shall be and remain subject to a first priority Lien in favor of the Facility Mortgagee. Tenant further acknowledges that Landlord has assigned and pledged (or may assign or pledge in the future) to the Facility Mortgagee, as additional security for Landlord's obligations under the loan secured by the Facility Mortgage, Landlord's rights and interests under the Landlord Liens with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Companyand all Tenant's Personal Property, any Borrower or any of their Restricted Subsidiaries, whether Working Capital and Excess FF&E Leasehold Interest now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to by Tenant at any time while the Collateral Documents; (iii) Liens described Facility Mortgage remains in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)effect.

Prohibition on Liens. Company and each Borrower shall not, not and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted securing Capital Leases permitted pursuant to subsection 7.1; provided, however, that the Collateral DocumentsLien shall apply only to the asset so acquired and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and any extensionsLiens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, refinancings or renewals thereofprovided, provided however, that (i) such Liens exist at the property covered thereby is time such Person becomes a Subsidiary, apply only to the assets so acquired and the proceeds thereof and are not changed created in anticipation of such acquisition and, in any material respectevent, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing only secure Indebtedness incurred pursuant to be obligorssubsection 7.1(vii); (iv) Liens described in Schedule 7.2 annexed hereto; (v) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereofto be incurred pursuant to subsection 7.1(x) on real property or tangible personal property acquired, constructed or improved the assets so acquired and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as proceeds thereof; provided that the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the original principal amount of the Indebtedness so secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall does not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances;$50,000,000; and (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the greater of foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (A) $500,000,000 as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.11 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Security Agreement.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral DocumentsDocuments that secure Obligations or obligations arising under Lender Hedge Agreements; (iii) Liens described constituting a second Ship Mortgage granted in Schedule 8.2 annexed hereto and any extensionsconnection with the financing of equipment or other appurtenances on the ship, refinancings barge or renewals thereof, other vessel so secured by such second Ship Mortgage; provided that (i) prior to granting such second Ship Mortgage, the property covered thereby Person to which is not changed granted such Lien shall have entered into an intercreditor agreement with Administrative Agent and Lenders and executed and delivered such other related agreements and instruments as reasonably requested by Administrative Agent in any material respectconnection with such intercreditor agreement, (ii) the amount secured thereby is not increased in each case in form and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing substance satisfactory to be obligors)Administrative Agent; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increaseddescribed in Schedule 7.2 annexed hereto; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;and (v) Permitted Real Property Encumbrances; Liens securing Indebtedness permitted pursuant to subsection 7.1(ii); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and other assets acquired with Indebtedness permitted under subsection 7.1 (viii) Liens on acquired assets securing Acquired Indebtednessowing to the same Person or an Affiliate of such Person; and Liens on any assets provided, further that in connection with the granting of any Person existing at the time such Person becomes a Restricted Subsidiary Liens permitted by this subsection 7.2A(v), Administrative Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including by executing appropriate Lien releases or is merged or amalgamated with or into the Company or another Restricted Subsidiary Lien subordination agreements in favor of the Company (so long as holder or holders of such Lien does not attach Liens, in either case solely with respect to any assets the item or items of the surviving Person equipment or other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(yLiens).

Prohibition on Liens. The Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Company or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by the Company or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by the Company or a Restricted Subsidiary or to secure any Indebtedness permitted hereby incurred by the Company or a Restricted Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that any such Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof and accessions thereto; and provided further, that the aggregate principal amount of all Indebtedness secured by such Liens and all Indebtedness in respect of Capital Leases permitted by Section 8.01(c) does not exceed $20,000,000 at any time outstanding; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)8.02; (iv) Liens securing Purchase Money Indebtedness and other obligations in an aggregate amount not to exceed $20,000,000 at any time outstanding, provided that no such Liens shall be permitted by Section 8.1(iiion (A) and arising from any assets of the givingUK Borrower, simultaneously with or within 180 days after (B) any Capital Stock of the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any UK Borrower or any of its Restricted Subsidiaries, direct or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryindirect parent company thereof; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness refinancing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (vii) of this Section 8.02(a); provided that such Liens encumber the same or substantially the same property encumbered by the original Liens (including after-acquired property to the extent that the Liens securing the Indebtedness being refinanced or renewed extended to after-acquired property) and no other property and the principal or commitment amount of Indebtedness secured thereby does not increase; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any the UK Borrower) permitted under Section 8.01 and extending solely to the assets of the Offshore Guarantors and/or, as applicable, an Additional such Foreign Subsidiary Borrower); (viii) In addition to Subsidiaries; provided that no such Liens shall be permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of on (A) $500,000,000 any assets of the UK Borrower, or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation any Capital Stock of the applicable PersonUK Borrower or any direct or indirect parent company thereof; and (xiivii) Liens incurred securing Indebtedness permitted pursuant to Section 8.01(f) so long as (A) such Liens do not extend to any property other than the property of such acquired Person and (B) such Liens were not granted or created in connection with the issuance contemplation of letters of credit permitted under Section 8.4(ii)(y)such acquisition.

Prohibition on Liens. Holdings and Company and each Borrower shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted securing Indebtedness permitted pursuant to subsection 7.1(ii); provided that (x) such Liens attach at all times only to the Collateral Documentsassets so financed except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided indirect Subsidiary of Company or that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted acquired by Section 8.1(iii) and arising from the giving, simultaneously with Company or within 180 days a Subsidiary after the acquisitiondate of this Agreement in a Permitted Acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case such Liens (ax) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged at the time such assets are acquired, (y) attach only to specific assets acquired in such Permitted Acquisition (and the proceeds or amalgamated with or into products thereof) and (z) were not created in anticipation of such acquisition and, in any event, do not in the Company or another Restricted Subsidiary aggregate secure Indebtedness in excess of $5,000,000 at any time; (iv) Liens described in Schedule 7.2 annexed hereto and extensions, renewals and replacements thereof; (v) subject to the Company Intercreditor Agreement, Liens securing the Second Lien Indebtedness; (so long as such Lien does vi) Other Liens securing obligations in an aggregate amount not attach to exceed $5,000,000 at any time outstanding; (vii) Liens on assets of the surviving Person other than those assets subject to such Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries otherwise permitted under subsection 7.1; (viii) Second Priority Liens prior to such amalgamation or mergeron Collateral securing Indebtedness permitted by subsection 7.1(xvi); provided that such Liens were created prior Indebtedness shall be subject to and not in anticipation of the acquisition of such acquired assets Intercreditor Agreement or acquired Restricted Subsidiaryany other intercreditor agreement reasonably satisfactory to Administrative Agent; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;and (ix) Liens in favor of Company or a Guarantor securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(ysubsection 7.1(iii).

Prohibition on Liens. Company and each Borrower Borrowers shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Borrowers or any of their Restricted respective Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize the filing of, or permit to remain in effect, any effective financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents to secure the Obligations, the obligations of Borrowers under the New L/C Facility Documents, the obligations under the High Yield Notes and the obligations to the cash management bank with respect to the Cash Management System; (iii) Liens existing on the Closing Date and described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens on assets of any Subsidiary of Company and/or on the stock or other equity interests of such Subsidiary, in each case to the extent such Liens secure Limited Recourse Debt of such Subsidiary permitted by subsection 7.1(xi); (v) Liens on assets of Company or any Subsidiary of Company securing Purchase Money refinancing Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumedsubsection 7.1(x), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, provided that in each case the Liens securing such refinancing Indebtedness shall attach only to the assets that were subject to Liens securing the Indebtedness so refinanced and, if applicable, assets the acquisition of which was financed with the proceeds of such refinancing Indebtedness permitted by subsection 7.1(x); (vi) Liens securing debt service reserve funds, completion obligations and similar accounts and obligations (other than Indebtedness) of Subsidiaries of Company to Persons other than Company and its Subsidiaries and their respective Affiliates, so long as (a) each such obligation is associated with a Project, (b) such Lien is limited to (1) assets associated with such acquiredProject (which in any event shall not include assets held by any Borrower other than a Borrower whose sole business is the ownership and/or operation of such Project and substantially all of whose assets are associated with such Project) and/or (2) the equity interests in such Subsidiary, constructed or improved real or tangible personal property but in the case of clause (2) only if such Subsidiary's sole business is the ownership and/or operation of such Project and fixed improvements, if any, then existing or thereafter erected thereonsubstantially all of such Subsidiary's assets are associated with such Project, and (bc) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or obligation is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationotherwise permitted under this Agreement; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.4(ix), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the assets of Restricted Foreign Subsidiaries securing Indebtedness or underlying agreements relating to Projects) for making dividends and distributions to Company and its other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)Subsidiaries; (viii) In addition to Liens permitted by the other clauses on cash collateral of this Section, Liens securing Indebtedness or other obligations Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.4(x), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the underlying agreements relating to Projects) for making dividends and any of distributions to Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assetsother Subsidiaries; (ix) Liens on cash collateral of Company and its Subsidiaries securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewithContingent Obligations permitted under subsection 7.4(xi); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereofcreated pursuant to Insurance Premium Financing Arrangements otherwise permitted under this Agreement, so long as such Liens attach only to gross unearned premiums for the insurance policies; (xi) Liens on cash collateral of Company securing insurance deductibles or self-insurance retentions required by third party insurers in respect of Indebtedness permitted under Section 8.1(xv) to the extent connection with insurance arrangements entered into by Company and its Subsidiaries with such Lien exists at the time of redesignation of the applicable Person; andinsurers in compliance with subsection 6.4B; (xii) Liens incurred in connection with on all or substantially all of the issuance assets of letters the Bankrupt Subsidiaries to the extent such Liens secure the obligations of credit such Bankrupt Subsidiaries under loans made to them and permitted under Section 8.4(ii)(ysubsection 7.3(xi); (xiii) Liens securing Indebtedness permitted under subsection 7.1(ix)(b), so long as such Liens extend only to the assets subject to the relevant Capital Lease; (xiv) Liens on the Capital Stock of CPIH pledged by CEA under the CPIH Stock Pledge Agreement; and (xv) Other Liens on assets of any Subsidiary of Company securing Indebtedness in an aggregate amount not exceeding $2,500,000.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, and Liens created under the First Lien Credit Agreement securing payment of any obligations in respect of Hedge Agreements owed to any Person that, at the time such Hedge Agreement was entered into, was a lender or an Affiliate of a lender under the First Lien Credit Agreement; (iii) Liens existing as of the Original Closing Date and described in Schedule 8.2 6.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereof, replacements of the Indebtedness or other obligations which such identified Liens secure; provided that (i) no such extension, renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from pursuant to subsection 6.1(iii); provided that the giving, simultaneously with principal amount of such Indebtedness does not exceed at the time of acquisition or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any leasing of the foregoing Liens related asset the fair market value of the asset so long as the aggregate principal amount thereof acquired or leased and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited solely to such acquired, constructed the asset so acquired or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) leased in connection with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) incurrence of such property to Company, any Borrower or its applicable Restricted SubsidiaryIndebtedness; (v) Permitted Real Property EncumbrancesLiens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 6.1(iv)(ii), 6.1(vii) or 6.1(ix); (vi) Liens on acquired assets securing Acquired Indebtedness; and in the nature of trustees’ Liens on granted pursuant to any assets of indenture governing any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Indebtedness permitted by subsection 6.1, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and any of its Subsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (so long as viii) Liens securing Assumed Indebtedness of Company and its Subsidiaries permitted pursuant to subsection 6.1(viii), provided, however, that (i) any such Lien does Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtedness; provided that reimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)letters of credit; (x) Other Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereofIndebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding; (xi) Liens in respect of securing Permitted Indebtedness permitted under Section 8.1(xv) not incurred pursuant to the extent Incremental Facility, such Lien exists at Liens to be subordinated to the time of redesignation of Liens securing the applicable PersonObligations subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent; and (xii) Liens incurred securing obligations under the First Lien Credit Agreement, such Liens to be subject to the Intercreditor Agreement or, in connection the case of any First Lien Credit Agreement described in clause (ii) of the definition thereof, an intercreditor agreement substantially similar to the Intercreditor Agreement or otherwise reasonably satisfactory to Administrative Agent; provided that such Liens shall also secure the Obligations. Nothing in this subsection 6.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents or the creation, incurrence, assumption or existence of any Lien on or with the issuance of letters of credit permitted under Section 8.4(ii)(y)respect to any Margin Stock.

Prohibition on Liens. Company and each Borrower shall notNo Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any asset of its property or assets of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiaries), whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit to remain in effect any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted securing Indebtedness incurred pursuant to Section 7.1(b); provided that (x) such Liens exist prior to the Collateral Documents;acquisition of, or attach substantially simultaneously with, or within 270 days after, the acquisition, lease, construction, installment, repair, replacement or improvement of, such property financed by such Indebtedness or any Permitted Refinancing Indebtedness in respect thereof and (y) such Liens do not extend to any property of any Group Member other than the property (and accessions and additions thereto, proceeds and products thereof) acquired or built, or the improvements or repairs, financed by such Indebtedness or any Permitted Refinancing Indebtedness in respect thereof (iii) Liens existing on the Closing Date and described in reasonable detail on Schedule 8.2 7.2 annexed hereto and any extensionscontinuations, refinancings replacements or renewals extensions thereof, ; provided that (i) the property covered thereby is not changed in any material respect, (ii) the principal amount of Indebtedness secured thereby is not increased and (iii) the direct and contingent obligors with increased, except pursuant to or any Permitted Refinancing Indebtedness in respect thereto are thereof; provided, further, that such Liens do not changed (attach to or cover any property or assets other than ceasing the property and assets secured by such Liens on the Closing Date (including after-acquired property affixed or incorporated into such property or assets and proceeds and products thereof to be obligorsthe extent such Liens would attach to or cover such property, proceeds and products immediately prior to the Closing Date and were not granted in contemplation of the Transactions); (iv) Liens securing Purchase Money Permitted Subordinated Indebtedness otherwise permitted by pursuant to Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed7.1(m), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property EncumbrancesLiens granted by an Excluded Subsidiary securing Indebtedness permitted by Section 7.1(g); provided that such Liens encumber only the property of such Excluded Subsidiary (and, for the avoidance of doubt, do not encumber any Collateral); (vi) Liens (a) assumed by Borrower and its Restricted Subsidiaries in connection with a Permitted Acquisition and (b) on acquired assets securing Acquired Indebtedness; and Liens on any assets of any a Person existing that becomes a Restricted Subsidiary of Borrower after the date of this Agreement in a Permitted Acquisition or as a result of an Investment otherwise permitted under Section 7.3, provided, however, that such Liens (x) exist at the time such Person becomes a Restricted Subsidiary and are not created in contemplation of such acquisition or is merged Investment and, in any event, do not secure Indebtedness other than that assumed pursuant to Section 7.1(e) at the time of such Permitted Acquisition or amalgamated with Investment or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any or encumber the assets of any other Group Member and (y) the surviving Person other than those assets subject to aggregate amount of Indebtedness secured by all such Liens prior shall not exceed the amount set forth in clause (c) to such amalgamation or mergerthe proviso to Section 7.1(e); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens of Borrower and its Restricted Subsidiaries not otherwise permitted by under the other foregoing clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries Section 7.2 securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (Ax) $500,000,000 or 5,000,000 and (By) 7.5015% of Consolidated Tangible AssetsEBITDA at any time outstanding; (viii) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)[reserved]; (x) Liens on deposits granted by a Restricted Subsidiary that is not a Loan Party in favor of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof;any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party; and (xi) Liens on cash or Permitted Investments securing Hedge Agreements in the ordinary course of business submitted for clearing in accordance with applicable requirements of law. Notwithstanding the foregoing, no Loan Party will, nor will it permit any of its Restricted Subsidiaries to, enter into, or suffer to exist, any control agreements with respect to any operating account, concentration account or similar Deposit Account (as defined in the UCC), other than pursuant to the Loan Documents. For purposes of determining compliance with this Section 7.2, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in clauses (a) through (o) of the definition of Permitted Encumbrances or in Sections 7.2(a)(i) through (a)(xi) but may be permitted in part under Section 8.1(xvany combination thereof and (B) to in the extent event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in clauses (a) through (o) of the definition of Permitted Encumbrances or in Sections 7.2(a)(i) through (a)(xi), Borrower may, in its sole discretion, classify or divide such Lien exists securing such item of Indebtedness (or any portion thereof) on the date of incurrence thereof in any manner that complies with this Section 7.2 and at the time of redesignation incurrence will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the applicable Person; and clauses contained in the definition of Permitted Encumbrances or in this Section 7.2 (xiior any portion thereof) and such Lien securing such item of Indebtedness (or any portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or any portion thereof) when calculating the amount of Liens or Indebtedness that may be incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)pursuant to any other clause (or any portion thereof) at such time.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to secure Indebtedness permitted by subsections 7.1(iii) and 7.1(iv); provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired or leased and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any extensionsevent, refinancings or renewals thereofdo not, for each Permitted Acquisition, secure Indebtedness in excess of the lesser of (a) 50% of the Indebtedness permitted by subsection 7.1(viii) and (b) $15,000,000, provided further, that such Liens may secure Indebtedness in excess of such amount for a period of no more than thirty (i30) days following the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)date of such Permitted Acquisition; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that described in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted SubsidiarySchedule 7.2 annexed hereto; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness permitted by subsection 7.1(xvi); provided that such Liens shall apply only to the assets constructed or acquired with the proceeds thereof and the aggregate fair market value of such assets, as reasonably determined by Company’s board of directors, shall not exceed $35,000,000 at the time of incurrence of such Indebtedness; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of Foreign Subsidiaries securing Indebtedness of any Person existing at the time such Person becomes a Restricted Foreign Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach permitted pursuant to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergersubsection 7.1(x); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, in an aggregate amount not to exceed $5,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time outstanding; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and Contingent Obligations with respect to Hedge Agreements entered into with any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible AssetsSwap Counterparty; (ix) Liens securing Receivables Sale Indebtedness; provided Indebtedness or Contingent Obligations with respect to Hedge Agreements of any Subsidiary that such Liens encumber solely is not a Subsidiary Guarantor which Indebtedness or Contingent Obligations, in the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)aggregate, do not exceed $10,000,000 at any time outstanding; (x) Liens on any cash deposits (including, without limitation, xxxxxxx money) in connection with any letter of cash intent or Cash Equivalents securing bona-fide hedging arrangements other agreement in connection with Lenders or Affiliates thereof;a transaction otherwise permitted by this Agreement; and (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) on any Cash collateral provided pursuant to the extent Back-Stop Arrangements. Notwithstanding the foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such Lien exists at term is defined in the time of redesignation of UCC), other than Control Agreements entered into pursuant to subsection 6.11 or the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Security Agreement.

Prohibition on Liens. Company Parent and each Borrower Issuer shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of CompanyParent, any Borrower Issuer or any of their Restricted respective Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) 1. Permitted EncumbrancesLiens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (iiprovided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) Liens granted a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the Collateral Documents; (iii) agreement evidencing such Indebtedness at the time of such acquisition), or Liens described in Schedule 8.2 annexed hereto and to secure the payment of all or any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement part of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property of an asset upon the acquisition of such asset by the Company or tangible personal property acquireda Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, constructed or improved and not theretofore owned by Company, any Borrower which Indebtedness is incurred for the sole purpose of financing all or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any part of the foregoing Liens so long as the aggregate principal amount purchase price thereof (and the security therefor is does not thereby increasedexceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all such Liens do not in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the aggregate secure Indebtedness in a principal amount in excess of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, $100,000 at any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Personoutstanding; and (xii) 3. with respect to Parent, Issuer and their respective Subsidiaries Liens incurred described in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).Schedule 5.12 annexed hereto;

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Company or a Subsidiary (other than Dormant Subsidiaries), or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary (other than Dormant Subsidiaries) or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary (other than Dormant Subsidiaries) at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that any such Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof and accessions thereto; and provided further, that the aggregate principal amount of all Indebtedness secured by such Liens and all Indebtedness in respect of Capital Leases permitted by subsection 7.1(iii) does not exceed $20,000,000 at any time outstanding; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensionsLien granted as a replacement or substitute therefor, refinancings or renewals thereof, provided that (i) so long as such Lien covers the same property covered thereby as is not changed secured by the Lien described in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Schedule 7.2; (iv) Other Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of other obligations in an aggregate amount not to exceed $10,000,000 at any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiarytime outstanding; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company described in subsections 7.1(viii) and any of its Restricted Subsidiaries 7.1(ix) in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;5,000,000 at any time outstanding; and (ixvi) Liens securing Receivables Sale IndebtednessIndebtedness refinancing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (v) of this subsection 7.2A; provided that such Liens encumber solely the receivables so sold and customary related assets same or substantially the same property encumbered by the original Liens (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bonaafter-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) acquired property to the extent such Lien exists at that the time Liens securing the Indebtedness being refinanced or renewed extended to after-acquired property) and no other property and the principal or commitment amount of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Indebtedness secured thereby does not increase.

Prohibition on Liens. Company and each Each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to (other than Unrestricted Subsidiaries) to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any such Borrower or any of their Restricted Subsidiariessuch Subsidiary, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to existing as of the Collateral DocumentsClosing Date securing Indebtedness in an aggregate amount not exceeding the principal amount of the Indebtedness or related commitment secured by such Liens on the Closing Date; (iii) Liens described in Schedule 8.2 annexed hereto and arising pursuant (a) to purchase money mortgages securing Indebtedness representing the purchase price (or financing of the purchase price within 180 days after the respective purchase) of property or other assets acquired by Company or any extensionsof its Subsidiaries (including, refinancings without limitation, Liens arising under Capital Leases) or renewals thereof(b) mortgages or security agreements securing financing incurred to refurbish, provided that (i) the property covered thereby is not changed renovate or otherwise improve existing assets, provided, in any material respectevent, (ii) that any such Liens attach only to the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)assets so purchased, refurbished, renovated or improved; (iv) Liens securing Purchase Money Indebtedness permitted existing on specific tangible assets at the time acquired (including by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction merger or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereofconsolidation) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower Company or any of its Restricted Subsidiaries, Subsidiaries or from on assets of a Person at the acquiring time such Person first becomes a Subsidiary of real property or tangible personal property not theretofore owned by Company, provided that (a) any Borrower such Liens were not created at the time of or in contemplation of the acquisition of such assets or Person by Company or any of its Restricted Subsidiaries subject and (b) in the case of any such acquisition of a Person other than Casa Ley, any such Lien attached only to any then-existing Lien specific tangible assets of such Person and not assets of such Person generally; (whether v) Liens securing extensions, renewals or not assumed), or from the extension, renewal or replacement refinancings of any Indebtedness secured by Liens permitted under any of the foregoing preceding clauses (i), (ii), (iii) and (iv) of this subsection 9.1A, provided that the principal or committed amount of any such Indebtedness (a) is not increased over the principal or committed amount outstanding at the time of any such extension or renewal and (b) is not secured by Liens so long as on any additional assets, except that all or any portion of the aggregate amount of the Indebtedness described in such clauses (i), (ii), (iii) or (iv) may be extended, renewed or refinanced in a single financing that does not increase the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) of such Lien is limited Indebtedness but which may provide for cross-collateralization with respect to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing assets theretofore encumbered to secure all or thereafter erected thereon, and (b) the principal amount any portion of the Indebtedness secured by such Lienbeing extended, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower renewed or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrancesrefinanced; (vi) Liens on acquired assets securing Acquired Indebtedness; substituted for assets theretofore encumbered pursuant to Liens permitted pursuant to the preceding clauses (i), (ii), (iii), (iv) and Liens on any (v) of this subsection 9.1A to secure the Indebtedness or obligations theretofore secured, provided that the fair market value of such assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into Liens are created, as reasonably determined by Company, shall not exceed the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition fair market value of such acquired previously encumbered assets or acquired Restricted Subsidiary; or for which such merger or amalgamationassets have been substituted; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries Company’s and its Subsidiaries’ accounts receivable securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)receivable securitizations and similar receivable financing programs; (viii) In addition Liens on assets of Company’s Subsidiaries securing Indebtedness owed to Company or any of its Wholly-Owned Subsidiaries; provided that the holder of such secured Indebtedness may not transfer any such secured Indebtedness to any Person other than Company or a Wholly-Owned Subsidiary of Company unless, upon giving effect to such transfer, such Liens would be permitted by under the other clauses provisions of this Section, subsection 9.1A (other than this clause (viii)); and (ix) Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.505% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation Book Value of the applicable Person; and consolidated tangible assets of Company and its Subsidiaries (xiiother than Unrestricted Subsidiaries) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)at any time.

Prohibition on Liens. Company and each Borrower Tenant shall not, directly or indirectly, create or allow to remain and shall not permit any of promptly discharge, at its Restricted Subsidiaries to createexpense, incur, assume or permit to exist any Lien on the Leased Property, Tenant's leasehold interest therein, any Tenant's Personal Property now or hereafter owned, any Excess FF&E owned by Tenant, any Excess FF&E Leasehold Interest, Working Capital, or the Rent, other than (a) Permitted Liens, (b) liens for Real Estate Taxes and other Landlord Obligations, (c) subleases permitted by Article 16, (d) liens for Impositions or for sums arising from the application of Legal Requirements so long as the same (i) are not yet delinquent or (ii) are being contested in accordance with Article 8, (e) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet delinquent or are for sums that are being contested in accordance with Article 8, (f) any Facility Mortgage or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20, (g) liens first arising prior to the Commencement Date, and (h) Landlord Liens. Notwithstanding the foregoing, but subject to all other applicable terms and conditions of this Lease, including without limitation the provisions hereof regarding a Change in Control, a pledge of the ownership interests in TRS or Host O.P. to secure bona fide Indebtedness shall not be deemed a violation of this Section 7.1, provided that a subsequent foreclosure or other realization upon such pledge shall be subject to the Change in Control provisions of this Lease. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that Liens are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished for Alterations or Capital Expenditures by Tenant or for any other purpose during the Term. Tenant hereby acknowledges and agrees that, at all times while a Facility Mortgage is in effect, all Excess FF&E acquired by Tenant, directly or indirectly, from Landlord or leased by Tenant in accordance with Schedule 22.2 ------------- hereof shall be and remain subject to a first priority Lien in favor of the Facility Mortgagee. Tenant further acknowledges that Landlord has assigned and pledged (or may assign or pledge in the future) to the Facility Mortgagee, as additional security for Landlord's obligations under the loan secured by the Facility Mortgage, Landlord's rights and interests under the Landlord Liens with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Companyand all Tenant's Personal Property, any Borrower or any of their Restricted Subsidiaries, whether Working Capital and Excess FF&E Leasehold Interest now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to by Tenant at any time while the Collateral Documents; (iii) Liens described Facility Mortgage remains in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)effect.

Prohibition on Liens. The Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) 1. Permitted EncumbrancesLiens; 2. Liens with respect to Capital Leases and Liens on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary of the Company (iiprovided that no such Lien shall secure any Indebtedness incurred in contemplation of such acquisition or constituting (x) Liens granted a refinancing, extension or replacement of Indebtedness existing at the time of acquisition of such asset or (y) an increase in the principal amount of Indebtedness existing at the time of acquisition of such asset except to the extent such increase was contemplated pursuant to commitments existing under the Collateral Documents; (iii) agreement evidencing such Indebtedness at the time of such acquisition), or Liens described in Schedule 8.2 annexed hereto and to secure the payment of all or any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement part of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property of an asset upon the acquisition of such asset by the Company or tangible personal property acquireda Subsidiary of the Company or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary of the Company at the time of the acquisition of such asset, constructed or improved and not theretofore owned by Company, any Borrower which Indebtedness is incurred for the sole purpose of financing all or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any part of the foregoing Liens so long as the aggregate principal amount purchase price thereof (and the security therefor is does not thereby increasedexceed such purchase price); provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof and shall not apply to any Collateral; and provided further, that all such Liens do not in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the aggregate secure Indebtedness in a principal amount in excess of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, $25,000,000 at any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Personoutstanding; and (xii) 3. Liens incurred described in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Schedule 5.12 annexed hereto.

Prohibition on Liens. Holdings and Company and each Borrower shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted securing Indebtedness permitted pursuant to subsection 7.1(ii); provided that (x) such Liens attach at all times only to the Collateral Documentsassets so financed except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided indirect Subsidiary of Company or that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted acquired by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower Company or any of its Restricted SubsidiariesSubsidiaries after the date of this Agreement in a Permitted Acquisition, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case such Liens (ax) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged at the time such assets are acquired, (y) attach only to specific assets acquired in such Permitted Acquisition (and the proceeds or amalgamated with or into the Company or another Restricted Subsidiary of the Company products thereof) and (so long as such Lien does z) were not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of such acquisition and, in any event, do not in the acquisition aggregate secure Indebtedness in excess of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation$3,000,000 at any time; (iv) Liens described in Schedule 7.2 annexed hereto and extensions, renewals and replacements thereof; (v) subject to the Intercreditor Agreement, Liens securing the Second Lien Indebtedness and Refinancing Second Lien Indebtedness permitted under subsection 7.1(vii); (vi) other Liens securing obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)otherwise permitted under subsection 7.1; (viii) In addition to Liens permitted by the other clauses in favor of this Section, Liens Company or a Guarantor securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assetspermitted under subsection 7.1(iii); (ix) Liens securing Receivables Sale Indebtedness; provided that arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by Holdings or any of its Subsidiaries in the ordinary course of business to the extent such Liens encumber solely do not attach to any assets other than the receivables so sold goods subject to such arrangements and customary related assets (including cash reserves and deposit accounts established in connection therewith)the proceeds thereof; (x) Liens on deposits incurred in the ordinary course of cash business in connection with the purchase or Cash Equivalents securing bona-fide hedging arrangements with Lenders shipping of goods or Affiliates assets, which Liens or in the favor of the seller or shipper of such goods or assets and only attach to such goods or assets (or the proceeds thereof;); and (xi) Liens (A)(x) on advances of Cash and Cash Equivalents in respect favor of Indebtedness the seller of any property to be acquired in an Investment permitted pursuant to section 7.3 to be applied against the purchase price for such Investment and (y) consisting of an agreement to dispose of any property in an asset sale or disposition permitted under Section 8.1(xvsection 7.3 and (B) to the extent such Lien exists at the time consisting of redesignation exxxxxx money deposits of the applicable Person; and (xii) Liens incurred Cash and Cash Equivalents made by Holdings or any of its Subsidiaries in connection with the issuance any letter of letters of credit intent or purchase agreement in connection with any Investment permitted under Section 8.4(ii)(y)pursuant to section 7.3.

Prohibition on Liens. Company and each Borrower Borrowers shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any such Borrower or any of their Restricted SubsidiariesSubsidiary, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted EncumbrancesLiens; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and securing Indebtedness permitted under clause (iii) of subsection 6.1, provided that, after the direct and contingent obligors with respect thereto Mall Parcel Creation Date, any such Liens covering the Mall Collateral are not changed (junior in priority to the Liens securing the Obligations other than ceasing to be obligors)in respect of the Mortgage Notes Proceeds Account; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiiunder clause (iv) and arising from of subsection 6.1, provided that any such Liens covering the giving, simultaneously with or within 180 days after Mall Collateral are junior in priority to the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of Liens securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted SubsidiaryObligations; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness permitted under clause (vi) of subsection 6.1, provided that such Liens attach only to the Specified FF&E and to any proceeds of such assets or indebtedness and related collateral accounts in which such proceeds are held; (vi) Liens on acquired assets in favor of the Mortgage Note Holders securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time Indebtedness advanced by such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into and permitted under (iii) of subsection 6.1 to the Company or another Restricted Subsidiary extent that such Liens are permitted under the Intercreditor Agreement provided that such Liens in favor of the Company Mortgage Note Holders are junior to the Liens securing the Obligations; (so long as vii) Liens securing Indebtedness permitted under clause (x) of subsection 6.1 provided that such Lien does not Liens attach only to any the casino equipment purchased or leased with the proceeds of such Indebtedness and such assets are acquired or leased within 180 days of the surviving Person other than those assets subject to incurrence of such Indebtedness; (viii) Liens prior to such amalgamation or merger)securing Indebtedness permitted under clause (xii) of subsection 6.1; provided that such Liens were created prior to and not in anticipation of are pari passu with the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible AssetsObligations; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established described in connection therewith)Schedule 6.2 hereto; (x) Liens on deposits of cash incurred in connection with Interest Rate Agreements required or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; permitted under the Bank Credit Agreement, provided that (xia) Liens to the extent that such Interest Rate Agreement is intended to hedge interest rate risk in respect of Indebtedness permitted under Section 8.1(xvthe Bank Credit Facility such Liens attach only to the collateral subject to Bank Lender's security interest and (b) to the extent such Lien exists at Interest Rate Agreement relates to the time of redesignation of the applicable PersonFF&E Facility such Liens attach only to Specified FF&E; and (xiixi) Other Liens incurred securing Indebtedness in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)an aggregate amount not to exceed $5,000,000 at any time outstanding.

Prohibition on Liens. Company and each Borrower Borrowers shall not, and shall not permit any of its Restricted Subsidiaries to Subsidiary to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Borrowers or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Existing Liens described in Schedule 8.2 6.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors);hereto; and (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiipursuant to subsection 6.1(vi) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as such Liens relate solely to the aggregate principal amount thereof assets financed with such Indebtedness; provided that purchase money Indebtedness permitted pursuant to subsection 6.1(vi) may also be secured by subordinated Liens on the Collateral if the holder of such Indebtedness enters into an intercreditor agreement in form and the security therefor is not thereby increased; provided, however, that substance satisfactory to Requisite Lenders in each case their sole discretion pursuant to which (a) such Lien is limited Liens are subordinate to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, the Liens on the Collateral granted to the Administrative Agent for the benefit of Lenders and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) any deficiency claims of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject holder related to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) are subordinated to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Obligations.

Prohibition on Liens. Company and each Borrower Parent shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Parent or any of their Restricted its 116 Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or sign or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, or sign or permit to exist any security agreement authorizing any secured party thereunder to file such financing statement or similar notice, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing on the date hereof described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors);hereto; and (iv) purchase money Liens securing Purchase Money upon or in real property or equipment acquired or held by Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness permitted by Section 8.1(iii) and arising from incurred solely for the giving, simultaneously with or within 180 days after purpose of financing the acquisition, construction or improvement of real any such property or tangible personal propertyequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose such Liens created in contemplation of securing such acquisition that do not secure the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumedprice), or from the extensionextensions, renewal renewals or replacement replacements of any Indebtedness secured by any of the foregoing Liens so long as for the aggregate principal amount thereof and the security therefor is not thereby increasedsame or a lesser amount; provided, however, that in each case (a) no such Lien is limited shall extend to such or cover any property other than the property or equipment being acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonimproved, and (b) no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Indebtedness secured by such Lien, together Liens permitted by this clause (without duplicationiv) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such propertypermitted under subsection 7.1(x) of such property to Company, at any Borrower or its applicable Restricted Subsidiarytime outstanding; (v) Permitted Real Property EncumbrancesLiens arising in connection with Capitalized Leases permitted under subsection 7.1(iii), provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets the replacement, extension or renewal of any Person existing at Lien permitted by clauses (i), (iii), (v), (vii) and (viii) of this subsection 7.2 upon or in the time such Person becomes a Restricted Subsidiary same property theretofore subject thereto or is merged the replacement, extension or amalgamated with renewal (without increase in the amount or into the Company change in any direct or another Restricted Subsidiary contingent obligor) of the Company Indebtedness secured thereby; and (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such vii) Liens prior to such amalgamation or mergerarising in connection with PIDA Loans permitted under subsection 7.1(ix); , provided that such Liens were created prior shall be (1) subordinated to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens all Obligations hereunder in respect of Indebtedness permitted under Section 8.1(xvany IRB Reimbursement Advance, (2) limited 117 to the extent such Lien exists at set forth in the time of redesignation of the applicable Person; and PIDA Commitment Letter annexed hereto as Schedule 7.2(vii), and (xii3) Liens incurred otherwise be in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)form and substance reasonably satisfactory to Requisite Lenders.

Prohibition on Liens. Company and each Borrower The Obligors shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivablereceivable or the Collateral) of Company, any Borrower the Obligors or any of their Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) purchase money Liens granted pursuant securing Indebtedness used to acquire Aircraft Related Equipment or liens created or incurred in connection with refinancing of any Aircraft Related Equipment acquired by the Collateral DocumentsBorrower or another Wholly-Owned Subsidiary of the Parent which refinancing occurs within eighteen months after the date of such acquisition; (iii) other Liens described securing or relating to Indebtedness permitted pursuant to this Agreement and other liabilities and obligations permitted pursuant to this Agreement in Schedule 8.2 annexed hereto and an aggregate amount not to exceed $10,000,000 at any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)time outstanding; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiiused to refinance the Loan; (v) Liens described in Schedule 6.1 annexed hereto; (vi) judgment and arising from attachment Liens not giving rise to an Event of Default or relating to an action or judgment that is a Default or Event of Default; (vii) Liens on the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, assets of any purchase money Lien (including vendors’ rights under purchase contracts under entity or on any asset existing at the time such entity or asset is acquired by an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower Obligor or any Subsidiary of its Restricted Subsidiariesan Obligor, whether by merger, consolidation, purchase of assets or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedotherwise; provided, howeverthat such Liens (i) are not created, that incurred or assumed by such entity in each case contemplation of or in connection with the financing of such entity's being acquired by such Obligor or such Subsidiary; (aii) do not extend to any other assets of such Lien is limited to Obligor or such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, Subsidiary; and (biii) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed Lien is permitted pursuant to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)Agreement; (viii) In addition leases or subleases granted to Liens permitted by others not interfering in any material respect with the other clauses ordinary conduct of this Section, Liens securing Indebtedness business of either Obligor or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;Subsidiaries; and (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely on the receivables so sold and customary related assets (including cash reserves and deposit accounts established Borrower's membership interests in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens the BATA Joint Venture to secure the obligations in respect of Indebtedness permitted under Section 8.1(xv) loans made to the extent Borrower by the other members thereof (or any Affiliate of such Lien exists at member) in order to fund the time Borrower's obligation to make investments of redesignation of Cash or otherwise to make Cash available to the applicable Person; and (xii) Liens incurred in connection with BATA Joint Venture pursuant to the issuance of letters of credit permitted under Section 8.4(ii)(y)terms thereof as such terms exist on the Closing Date.

Prohibition on Liens. Holdings and Company and each Borrower shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and securing Indebtedness permitted by subsection 7.1(iii)(c) incurred (a) to finance the acquisition, construction or improvement of any extensions, refinancings or renewals thereoftangible personal property assets, provided that (i1) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to such Liens shall be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or created within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonassets, and (b2) the principal amount of the Indebtedness secured by any such LienLiens shall at no time exceed 100%, together and the proceeds of such Indebtedness shall be used to provide not less than 80%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (without duplicationb) with to renew, extend or refinance any Indebtedness described in clause (a), provided that the principal amount of all other any such Indebtedness secured by Liens on such property, shall does not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; provided, that in the case of clause (a) or (b) such Liens attach solely the assets financed with such Indebtedness; (iv) Liens on any asset securing Indebtedness permitted by LiensSection 7.1(iii)(b); provided that (a) the proceeds of such Indebtedness shall be at least equal to 80% of the fair market value (as determined in good faith by the Board of Directors, including existing Liensor any duly authorized committee thereof, on such propertyof Company) of such property to Companyasset and (b) at the time of incurrence of such Indebtedness, any Borrower no Event of Default shall have occurred and be continuing or its applicable Restricted Subsidiary;would result therefrom; and (v) Permitted Real Property Encumbrances; (vi) Other Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign its Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 2,500,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens securing payment of any Hedging Obligations owed to any Person that, at the time such Hedging Obligation was contracted for, was a Lender or an Affiliate of any Lender; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereofreplacements of the Indebtedness or other obligations which such identified Liens secure; PROVIDED that no such extension, provided that (i) renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from pursuant to subsection 7.1(iii); PROVIDED that the giving, simultaneously with principal amount of such Indebtedness does not exceed at the time of acquisition or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any leasing of the foregoing Liens related asset the fair market value of the asset so long as the aggregate principal amount thereof acquired or leased and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited solely to such acquired, constructed the asset so acquired or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) leased in connection with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) incurrence of such property to Company, any Borrower or its applicable Restricted SubsidiaryIndebtedness; (v) Permitted Real Property EncumbrancesLiens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 7.1(iv)(ii), 7.1(vii) or 7.1(ix); (vi) Liens on acquired assets securing Acquired Indebtedness; and in the nature of trustees' Liens on granted pursuant to any assets of indenture governing any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Indebtedness permitted by Section 7.1, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and any of its Subsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (so long as viii) Liens securing Assumed Indebtedness of Company and its Subsidiaries permitted pursuant to Section 7.1(viii), PROVIDED, HOWEVER, that (i) any such Lien does Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtednessreimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such letters of credit; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);and (x) Other Liens on deposits securing Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of cash any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents securing bona-fide hedging arrangements or the creation, incurrence, assumption or existence of any Lien on or with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)any Margin Stock.

Prohibition on Liens. Company and each The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivableAccounts) of Company, any the Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 7.02A; (iiiA) Liens described securing obligations incurred in Schedule 8.2 annexed hereto and connection with transactions governed by a Swap Contract to the extent (1) such transactions are entered into in the ordinary course of business but not for speculative purposes or (2) related to an exchange-traded derivative; (B) Liens on any extensionsproperty or assets existing at the time such property or asset was acquired (including Liens on the property or assets of any Person that becomes a Subsidiary of the Borrower that existed at the time such Person became a Subsidiary by acquisition, refinancings merger, consolidation or renewals thereofotherwise), which Liens were not created in contemplation of such acquisition; provided that (i) such Liens shall not extend to or cover any property or assets of any character other than the property covered thereby is not changed in any material respect, or assets being acquired and (ii) such Liens shall secure only those obligations which such Liens secured on the date of such acquisition; (C) Liens securing Indebtedness permitted pursuant to Section 7.01(e) (or Indebtedness of the same type incurred by the Borrower) upon or in any real property or equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment; provided that (A) such Liens shall not extend to or cover any property or assets of any character other than the property or equipment being financed, (B) such Liens shall be created within 90 days of the acquisition of the related asset and (C) the amount of Indebtedness secured thereby is not increased increased; (D) Liens in favor of the Borrower or any Subsidiary of the Borrower made by any Subsidiary of the Borrower; (E) customary restrictions on Transfers of assets contained in agreements related to such Transfer by the Borrower or any Subsidiary of the Borrower of assets pending their Transfer, provided that such restrictions apply only to the assets to be Transferred and such Transfer is permitted hereunder; (F) Liens on Receivables to secure a Receivables Financing permitted pursuant to Section 7.07(c); (G) Liens on Florida Land or Brazil Assets or Securities in a Florida Land Subsidiary or a Brazil Transaction Subsidiary securing Indebtedness permitted by Section 7.01(l); (H) Liens on cash or deposits granted in favor of the L/C Issuers to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit; (I) Liens not otherwise permitted hereunder securing obligations in an aggregate principal amount (when combined with the principal amount of Indebtedness outstanding under Section 7.01(o)) not to exceed 20% of Consolidated Total Assets as shown in the most recent consolidated balance sheet of the Borrower and its subsidiaries furnished pursuant to Section 6.01(b) or 6.01(c); (J) Liens created (1) in favor of a Governmental Authority to secure Environmental Claims and/or financial assurances of the performance of statutory or regulatory obligations with respect to environmental matters or asset retirement obligations, in an amount not to exceed in the aggregate at any time outstanding (x) $700,000,000 plus the aggregate amount of all interest and dividends received on, capital gains (realized and unrealized) of, and other returns on such Investments and (iiiy) $300,000,000 plus the direct aggregate amount of all interest and contingent obligors with dividends received on, capital gains (realized and unrealized), and other returns on such Investments and additional amounts required from time to time under agreements establishing, or requiring the establishment of, the trusts or escrows holding such Investments or (2) in the alternative, in favor of the issuers of surety or performance bonds up to the amounts referred to in the foregoing clauses (x) and (y), respectively, to secure reimbursement obligations to such issuers in respect thereto are not changed (other than ceasing to be obligors)of such bonds; (iv) Liens securing Purchase Money Indebtedness the replacement, extension or renewal of any Lien permitted by Section 8.1(iii7.02(b), 7.02(c)(ii), 7.02(c)(iii) and or 7.02(c)(vi) above upon or in the same property subject thereto arising from out of the givingreplacement, simultaneously with extension or within 180 days after renewal of the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien Indebtedness secured thereby (including vendors’ rights under purchase contracts under an agreement whereby title to the extent the amount thereof is retained for not increased); and (v) to the purpose of securing extent the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted SubsidiariesSubsidiaries has received a patronage loan from CoBank, ACB (“CoBank”) or from any of CoBank’s Affiliates, CoBank’s Liens (including the right of setoff) in the CoBank Equities (as defined below) and in any cash patronage related thereto; for purposes hereof, “CoBank Equities” shall mean, in connection with, or from because of the acquiring of real property or tangible personal property not theretofore owned existence of, a patronage loan received by Company, any the Borrower or any of its Restricted Subsidiaries subject to from CoBank, any then-existing Lien stock, patronage refunds issued in the form of stock or otherwise constituting allocated units, patronage surplus (whether including any such surplus accrued by CoBank for the account of the Borrower or not assumed)such Subsidiary) and other equities in CoBank acquired by the Borrower or such Subsidiary, or from and the extension, renewal or replacement proceeds of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)foregoing.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not secure Indebtedness aggregating, together with any Indebtedness secured by Liens permitted pursuant to the Collateral Documentssubsection 6.2A(iii) and any Indebtedness permitted pursuant to subsection 6.1(iii), in excess of $15,000,000 at any time outstanding; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and any extensions, refinancings Liens on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Company after the acquisitiondate of this Agreement in a Permitted Acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the such acquisition and, in any event, do not secure Indebtedness aggregating, together with any Indebtedness secured by Liens permitted pursuant to subsection 6.2A(ii) and any Indebtedness permitted pursuant to subsection 6.1(iii), in excess of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation$15,000,000 at any time outstanding; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ixiv) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established described in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable PersonSchedule 6.2 annexed hereto; and (xiiv) To the extent the proceeds of the Indebtedness described in subsection 6.1(vii) are used for working capital and other general corporate purposes only, Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)securing such Indebtedness.

Prohibition on Liens. The Company and each Borrower shall will not, and shall will not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any asset Property of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, mortgage, deed of trust or other similar notice of any Lien with respect to any such Property, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by the Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of any asset upon the acquisition of such asset by the Company or any Subsidiary or to secure any Indebtedness permitted hereby incurred by the Company or any Subsidiary at the time of or within 90 days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price of such asset; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and the proceeds of Disposition thereof and the principal amount of Indebtedness secured thereby is not increased; and provided, further, that all such Liens do not in the aggregate secure Indebtedness in excess of $15,000,000 at any time; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) indirect Subsidiary of the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days Company after the acquisitiondate of this Agreement in accordance with Section 10.3 hereof, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationthereof; (viiiv) In addition to Liens permitted by the other clauses of this Section, described in Schedule 10.2 annexed hereto; (v) Liens on the assets of Restricted Foreign Subsidiaries Company’s Inventory and Accounts securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);Working Capital Facility; and (viiivi) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries Contingent Obligations in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 2,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute (other than for precautionary notice filings in connection with transactions permitted hereunder such as leases, consignments and the sale of accounts which do not evidence Liens securing Indebtedness or other obligations, except: (i) Permitted Encumbrances; (ii) Liens granted created pursuant to the Collateral Documents; (iii) Other Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing securing Indebtedness permitted pursuant to be obligorssubsection 7.1(vii); (iv) Liens securing Purchase Money Indebtedness in existence as of the Restatement Effective Date as set forth in Schedule 7.2 annexed hereto; (v) Liens arising in connection with the deposit of Cash or securities with the trustee for the holders of the Senior Subordinated Notes in connection with any redemption or repurchase by Borrower of Senior Subordinated Notes permitted by Section 8.1(iiisubsection 7.5; provided that any such Lien only attaches to the cash or securities so deposited; (vi) and arising from Liens existing on the giving, simultaneously property of a Person immediately prior to such Person becoming a Subsidiary or being consolidated with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any merged into Borrower or any of its Restricted SubsidiariesSubsidiaries or its becoming a Subsidiary of Borrower, or from the acquiring of real Liens existing on any property or tangible personal property not theretofore owned acquired by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing at the time such is so acquired; provided that (i) no such Lien (was created or assumed in contemplation of such consolidation, merger or acquisition or such Person becoming a Subsidiary of Borrower, whether or not assumed), or from as security of the extension, renewal or replacement payment of any Indebtedness secured consideration due in connection with such transaction or otherwise, (ii) each such Lien shall only cover the acquired property and, if required by any the terms of the foregoing instrument originally creating such Lien, property which is an improvement to or is required for specific use in connection with such acquired property, and (iii) no such Lien shall encumber property constituting Collateral; and (vii) Liens so long as on the aggregate principal amount thereof and property of the security therefor is not thereby increased; provided, however, that in each case Canadian Subsidiaries securing (a) the Coppley Seller Notes; provided that such Liens shall be subject to (x) the Liens in favor of Collateral Agent securing Xxxxxxx'x obligations under the Guaranty and (y) the Lien is limited in favor of Borrower (which shall have been assigned to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonCollateral Agent) securing the Canadian Subsidiaries' obligations to Borrower with respect to any intercompany loan made by Borrower to the Canadian Subsidiaries pursuant to subsection 7.1(iv), and (b) the principal amount of obligations under the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Canadian Credit Agreement.

Prohibition on Liens. Company and each The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivableaccounts) of Company, any the Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 6.2A; (iii) Liens described securing obligations incurred in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) connection with transactions governed by a Swap Contract to the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing extent permitted pursuant to be obligors)subsection 6.3; (iv) Liens on any property or assets existing at the time such property or asset was acquired (including Liens on the property or assets of any Person that becomes a Subsidiary of the Borrower that existed at the time such Person became a Subsidiary by acquisition, merger, consolidation or otherwise), which Liens were not created in contemplation of such acquisition; provided that (i) such Liens shall not extend to or cover any property or assets of any character other than the property or assets being acquired and (ii) such Liens shall secure only those obligations which such Liens secured on the date of such acquisition; (v) Liens securing Purchase Money Indebtedness permitted pursuant to subsection 6.1(iv) (or Indebtedness of the same type incurred by Section 8.1(iiithe Borrower) and arising from the giving, simultaneously with (other than any Chapter 100 Transaction obligations) upon or within 180 days after the acquisition, construction or improvement of in any real property or tangible personal property, equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of any business to secure the purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained price of such property or equipment or to secure Indebtedness incurred solely for the purpose of securing financing the purchase price thereof) on real acquisition of such property or tangible personal property acquired, constructed equipment; provided that (A) such Liens shall not extend to or improved and not theretofore owned by Company, cover any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement assets of any Indebtedness secured by any character other than the property or equipment being financed, (B) such Liens shall be created within 90 days of the foregoing Liens so long as acquisition of the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, related asset and (bC) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrancesthereby is not increased; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on (i) in favor of the Borrower made by any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company Borrower and (so long as such Lien does not attach to any assets ii) in favor of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted a Subsidiary made by another Subsidiary; or such merger or amalgamation; (vii) In addition customary restrictions on transfers of assets contained in agreements related to Liens permitted the sale by the other clauses Borrower or the Subsidiaries of this Sectionsuch assets pending their sale, provided that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; and (viii) Liens securing Indebtedness permitted pursuant to subsection 6.1(ix); (ix) Liens on any real property securing Mortgage Indebtedness permitted pursuant to subsection 6.1(x) in respect of which (i) the assets recourse of Restricted Foreign Subsidiaries securing Indebtedness or other obligations the holder of such Restricted Foreign Mortgage Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Mortgage Indebtedness secured by the Lien is limited to such real property directly securing such Mortgage Indebtedness, any after-acquired property affixed thereto or incorporated therein and any proceeds or products thereof and (ii) such holder may not under the instrument creating the Lien or providing for the Indebtedness secured by the Lien collect by levy of execution or otherwise against assets or property of the Borrower or any of its Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, such real property directly securing such Mortgage Indebtedness) if the Borrower or any of the Offshore Guarantors and/orits Subsidiaries fails to pay such Mortgage Indebtedness when due and such holder obtains a judgment with respect thereto, as applicable, an Additional Foreign Subsidiary Borrower)except for recourse obligations that are customary in “non-recourse” real estate transactions; (viiix) In addition Liens arising in connection with any Chapter 100 Transaction; (xi) Liens on cash or deposits granted in favor of the Swing Line Lenders to cash collateralize any Defaulting Lender’s participation in Swing Line Loans; and (xii) Liens not otherwise permitted by the other clauses of this Section, Liens hereunder securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 15,000,000 at the any time of redesignation of the applicable Personoutstanding; and (xiixiii) Liens incurred the replacement, extension or renewal of any Lien permitted by clauses (ii), (iii)(b) and (iii)(c) above upon or in connection with the issuance same property subject thereto arising out of letters the replacement, extension or renewal of credit permitted under Section 8.4(ii)(ythe Indebtedness secured thereby (to the extent the amount thereof is not increased).

Prohibition on Liens. Company and each Borrower Tenant shall not, directly or indirectly, create or allow to remain and shall not permit any of promptly discharge, at its Restricted Subsidiaries to createexpense, incur, assume or permit to exist any Lien on the Leased Property, Tenant's leasehold interest therein, any Tenant's Personal Property now or hereafter owned, any Excess FF&E owned by Tenant, any Excess FF&E Leasehold Interest, Working Capital, or the Rent, other than (a) Permitted Liens, (b) liens for Real Estate Taxes and other Landlord Obligations, (c) subleases permitted by Article 16, (d) liens for Impositions or for sums arising from the application of Legal Requirements so long as the same (i) are not yet delinquent or (ii) are being contested in accordance with Article 8, (e) liens of mechanics, laborers, materialmen, suppliers or vendors incurred in the ordinary course of business that are not yet delinquent or are for sums that are being contested in accordance with Article 8, (f) any Facility Mortgage or other liens which are the responsibility of Landlord pursuant to the provisions of Article 20, (g) liens first arising prior to the Commencement Date, and (h) Landlord Liens. Notwithstanding the foregoing, but subject to all other applicable terms and conditions of this Lease, including without limitation the provisions hereof regarding a Change in Control, a pledge of the ownership interests in CCC or OpCo or Tenant to secure bona fide Indebtedness shall not be deemed a violation of this Section 7.1, provided that a subsequent foreclosure or other realization upon such pledge shall be subject to the Change in Control provisions of this Lease. All materialmen, contractors, artisans, mechanics and laborers and other persons contracting with Tenant with respect to the Leased Property, or any part thereof, are hereby charged with notice that Liens are expressly prohibited and that they must look solely to Tenant to secure payment for any work done or material furnished for Alterations or Capital Expenditures by Tenant or for any other purpose during the Term. Tenant hereby acknowledges and agrees that, at all times while a Facility Mortgage is in effect, all Excess FF&E acquired by Tenant, directly or indirectly, from Landlord or leased by Tenant in accordance with Schedule 22.2 ------------- hereof shall be and remain subject to a first priority Lien in favor of the Facility Mortgagee. Tenant further acknowledges that Landlord has assigned and pledged (or may assign or pledge in the future) to the Facility Mortgagee, as additional security for Landlord's obligations under the loan secured by the Facility Mortgage, Landlord's rights and interests under the Landlord Liens with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Companyand all Tenant's Personal Property, any Borrower or any of their Restricted Subsidiaries, whether Working Capital and Excess FF&E Leasehold Interest now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to by Tenant at any time while the Collateral Documents; (iii) Liens described Facility Mortgage remains in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)effect.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: : (i) Permitted Encumbrances; ; (ii) Liens described in Schedule 7.2; (iii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); ; (iv) Liens securing Purchase Money Indebtedness permitted by under Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger7.1(iii); provided that such Liens were created prior relate solely to and not in anticipation of the acquisition of property financed with such acquired assets or acquired Restricted SubsidiaryIndebtedness; or such merger or amalgamation; (viiv) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtednesspermitted under Section 7.1(vi); provided that such Liens encumber relate solely to the receivables so sold and customary related assets property financed with such Indebtedness; (including cash reserves and deposit accounts established in connection therewith); (xvi) Liens on deposits created by or resulting from litigation or a legal proceeding against Borrower or any of cash its Subsidiaries or Cash Equivalents securing bona-fide hedging arrangements with Lenders both in the ordinary course of business which litigation or Affiliates thereof; (xi) Liens legal proceeding currently is being contested in respect good faith by appropriate proceedings and which litigation or legal proceeding does not result in an Event of Indebtedness permitted Default under Section 8.1(xv8.8; provided that such Lien shall be bonded or foreclosure of such Lien stayed by order of a court of competent jurisdiction and; provided further, that any such Lien shall cease to be a permitted exception to this Section 7.2 if any attempt to foreclose thereon could reasonably be expected to occur within the next 60 days; and (vii) In the event that Circus makes any required Additional Contributions under the Make-Well Agreement in the form of General Partner Subordinated Debt, Liens securing such General Partner Subordinated Debt which are subordinated to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Indebtedness hereunder pursuant to a Subordination Agreement.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens securing payment of any Hedging Obligations owed to any Person that, at the time such Hedging Obligation was contracted for, was a Lender or an Affiliate of any Lender; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereofreplacements of the Indebtedness or other obligations which such identified Liens secure; PROVIDED that no such extension, provided that (i) renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted pursuant to subsection 7.1(iii); provided that the principal amount of such Indebtedness does not exceed at the time of acquisition or leasing of the related asset the fair market value of the asset so acquired or leased and that such Lien is limited solely to the asset so acquired or leased in connection with the incurrence of such Indebtedness; (v) Liens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 7.1(iv)(ii), 7.1(vii) or 7.1(ix); 110 (vi) Liens in the nature of trustees' Liens granted pursuant to any indenture governing any Indebtedness permitted by Section 8.1(iii7.1, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted SubsidiariesSubsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, or from covering only the acquiring goods sold and securing only the unpaid purchase price for such goods and related expenses; (viii) Liens securing Assumed Indebtedness of real property or tangible personal property not theretofore owned by Company, any Borrower or any of Company and its Restricted Subsidiaries subject permitted pursuant to any then-existing Lien (whether or not assumedSection 7.1(viii), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (ai) any such Lien is limited Liens attach only to such the property of the Subsidiary acquired, constructed or improved real or tangible personal the property acquired, in connection with such Assumed Indebtedness and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtednessreimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such letters of credit; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);and (x) Other Liens on deposits securing Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of cash any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents securing bona-fide hedging arrangements or the creation, incurrence, assumption or existence of any Lien on or with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)any Margin Stock.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens securing payment of any Hedging Obligations owed to any Person that, at the time such Hedging Obligation was contracted for, was a Lender or an Affiliate of any Lender; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereofreplacements of the Indebtedness or other obligations which such identified Liens secure; PROVIDED that no such extension, provided that (i) renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from pursuant to subsection 7.1(iii); provided that the giving, simultaneously with principal amount of such Indebtedness does not exceed at the time of acquisition or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any leasing of the foregoing Liens related asset the fair market value of the asset so long as the aggregate principal amount thereof acquired or leased and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited solely to such acquired, constructed the asset so acquired or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) leased in connection with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) incurrence of such property to Company, any Borrower or its applicable Restricted SubsidiaryIndebtedness; (v) Permitted Real Property EncumbrancesLiens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 7.1(iv)(ii), 7.1(vii) or 7.1(ix); (vi) Liens on acquired assets securing Acquired Indebtedness; and in the nature of trustees' Liens on granted pursuant to any assets of indenture governing any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Indebtedness permitted by Section 7.1, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and any of its Subsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (so long as viii) Liens securing Assumed Indebtedness of Company and its Subsidiaries permitted pursuant to Section 7.1(viii), provided, however, that (i) any such Lien does Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtednessreimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such letters of credit; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);and (x) Other Liens on deposits securing Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of cash any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents securing bona-fide hedging arrangements or the creation, incurrence, assumption or existence of any Lien on or with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).any Margin Stock. 100

Prohibition on Liens. Company and each Borrower Holdings shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted securing Indebtedness permitted pursuant to subsection 7.1(ii); provided that (x) such Liens attach at all times only to the Collateral Documentsassets so financed except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided indirect Subsidiary of Company or that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted acquired by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower Company or any of its Restricted SubsidiariesSubsidiaries after the date of this Agreement in a Permitted Acquisition, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case such Liens (ax) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged at the time such assets are acquired, (y) attach only to specific assets acquired in such Permitted Acquisition (and the proceeds or amalgamated with or into the Company or another Restricted Subsidiary of the Company products thereof) and (so long as such Lien does z) were not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of such acquisition and, in any event, do not in the acquisition aggregate secure Indebtedness in excess of such acquired assets or acquired Restricted Subsidiary$3,000,000 at any time; (iv) Liens described in Schedule 7.2 annexed hereto and extensions, renewals and replacements thereof; (v) Liens securing the First Lien Indebtedness and Refinancing First Lien Indebtedness permitted under subsection 7.1(vii); or such merger or amalgamationand Liens securing the Second Lien Indebtedness and Refinancing Second Lien Indebtedness permitted under subsection 7.1(viii); (vi) other Liens securing obligations in an aggregate amount not to exceed $2,500,000 at any time outstanding; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)otherwise permitted under subsection 7.1; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations in favor of Company and or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assetssecuring Indebtedness permitted under subsection 7.1(iii); (ix) Liens securing Receivables Sale Indebtedness; provided that arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by Holdings or any of its Subsidiaries in the ordinary course of business to the extent such Liens encumber solely do not attach to any assets other than the receivables so sold goods subject to such arrangements and customary related assets (including cash reserves and deposit accounts established in connection therewith)the proceeds thereof; (x) Liens on deposits incurred in the ordinary course of cash business in connection with the purchase or Cash Equivalents securing bona-fide hedging arrangements with Lenders shipping of goods or Affiliates assets, which Liens or in the favor of the seller or shipper of such goods or assets and only attach to such goods or assets (or the proceeds thereof;); and (xi) Liens (A) (x) on advances of Cash and Cash Equivalents in respect favor of Indebtedness the seller of any property to be acquired in an Investment permitted pursuant to section 7.3 to be applied against the purchase price for such Investment and (y) consisting of an agreement to dispose of any property in an asset sale or disposition permitted under Section 8.1(xvsection 7.3 and (B) to the extent such Lien exists at the time consisting of redesignation exxxxxx money deposits of the applicable Person; and (xii) Liens incurred Cash and Cash Equivalents made by Holdings or any of its Subsidiaries in connection with the issuance any letter of letters of credit intent or purchase agreement in connection with any Investment permitted under Section 8.4(ii)(y)pursuant to section 7.3.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens securing payment of any Hedging Obligations owed to any Person that, at the time such Hedging Obligation was contracted for, was a Lender or an Affiliate of any Lender; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereofreplacements of the Indebtedness or other obligations which such identified Liens secure; PROVIDED that no such extension, provided that (i) renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from pursuant to subsection 7.1(iii); provided that the giving, simultaneously with principal amount of such Indebtedness does not exceed at the time of acquisition or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any leasing of the foregoing Liens related asset the fair market value of the asset so long as the aggregate principal amount thereof acquired or leased and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited solely to such acquired, constructed the asset so acquired or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) leased in connection with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) incurrence of such property to Company, any Borrower or its applicable Restricted SubsidiaryIndebtedness; (v) Permitted Real Property EncumbrancesLiens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 7.1(iv)(ii), 7.1(vii) or 7.1(ix); (vi) Liens on acquired assets securing Acquired Indebtedness; and in the nature of trustees' Liens on granted pursuant to any assets of indenture governing any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Indebtedness permitted by Section 7.1, in each case in favor of the trustee under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and any of its Subsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (so long as viii) Liens securing Assumed Indebtedness of Company and its Subsidiaries permitted pursuant to Section 7.1(viii), provided, however, that (i) any such Lien does Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtednessreimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such letters of credit; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);and (x) Other Liens on deposits securing Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of cash any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents securing bona-fide hedging arrangements or the creation, incurrence, assumption or existence of any Lien on or with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)any Margin Stock.

Prohibition on Liens. Company and each Borrower shall notNo Loan Party will, and shall not nor will it permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower such Loan Party or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) assumed in connection with a Permitted Acquisition and Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Company after the acquisition, construction or improvement date of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedthis Agreement in a Permitted Acquisition; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in excess of $5,000,000; (iii) Liens existing on the date hereof and described in Schedule 6.2 annexed hereto; (iv) [Reserved]; (v) Liens on fixed or is merged capital assets acquired, constructed or amalgamated with or into the improved by Company or another Restricted Subsidiary any of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger)its Subsidiaries; provided that (i) such Liens were created security interests secure Indebtedness expressly permitted by Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to and or within six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not in anticipation exceed 100% of the acquisition cost of acquiring, constructing or improving such acquired fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of any Loan Party and (v) the amount of Indebtedness (other than with respect to Capital Leases) secured thereby is not increased; (vi) Liens arising from the precautionary UCC financing statement filings or acquired Restricted Subsidiary; or such merger or amalgamationany applicable filings in a foreign jurisdiction in respect thereof; (vii) In addition to Liens permitted and other interests of lessor in respect of rental obligations under mining leases entered into by Company and its Subsidiaries in the other clauses ordinary course of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)business; (viii) In addition to Liens in favor of any escrow agent or a seller solely on and in respect of any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;hereunder; and (ix) additional Liens not otherwise expressly permitted by this Section on any property or asset of any Loan Party securing Receivables Sale Indebtedness; provided that obligations in an aggregate amount not exceeding $5,000,000 at any time outstanding. Notwithstanding the foregoing, no Loan Party or any of its Subsidiaries shall enter into any control agreements (as such Liens encumber solely term is defined in the receivables so sold UCC), other than Control Agreements (I) entered into pursuant to Section 5.12 or the Pledge and customary related assets Security Agreement or (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xvII) to the extent such Lien exists at the time of redesignation of the applicable Person; and secure Liens permitted pursuant to clause (xiia)(viii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)above.

Prohibition on Liens. Company and each Borrower Borrowers shall not, and shall not permit any of its Restricted their Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any such Borrower or any of their Restricted SubsidiariesSubsidiary, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted EncumbrancesLiens; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereofsecuring Indebtedness permitted under clause (iii) of subsection 7.1, provided that (i) the property covered thereby is not changed such Liens are junior in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed priority (other than ceasing in respect of the Mortgage Notes Proceeds Account) to be obligors)the Liens securing the Obligations; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien under clause (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such propertyiv) of subsection 7.1, provided that such property Liens attach only to Company, any Borrower or its applicable Restricted Subsidiarythe Mall Collateral; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness permitted under clause (vi) of subsection 7.1, provided that such Liens attach only to the Specified FF&E and to any proceeds of such accounts or Indebtedness and related collateral accounts in which such proceeds are held; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets Indebtedness permitted under clause (viii) of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); subsection 7.1, provided that such Liens were created prior extend only to the real property or personal property purchased or leased with the proceeds of such Non-Recourse Financing and not in anticipation such assets are acquired or leased within 180 days of the acquisition incurrence of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationIndebtedness; (vii) In addition to Liens permitted by in favor of the Mortgage Note Holders or the Interim Mall Lender or other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries Persons securing Indebtedness advanced by any such Person and permitted under (x) of subsection 7.1 to the extent that such Liens are permitted under the Intercreditor Agreement, provided that such Liens in favor of the Mortgage Note Holders or such other obligations of such Restricted Foreign Subsidiaries Persons are junior (other than ACI, O-I Canada, OIEG, OI Europe, any in respect of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)Mortgage Notes Proceeds Account) to the Liens securing the Obligations and such Liens in favor of Interim Mall Lender attach only to the Mall Collateral; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness permitted under clause (xii) of subsection 7.1 provided that such Liens attach only to the casino equipment purchased or other obligations leased with 115 the proceeds of Company such Indebtedness and any such assets are acquired or leased within 180 days of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater incurrence of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assetssuch Indebtedness; (ix) Liens securing Receivables Sale IndebtednessIndebtedness permitted under clause (xiv) of subsection 7.1; provided that such Liens encumber solely are pari passu with the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)Liens securing the Obligations; (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof;described in Schedule 7.2 annexed hereto; and (xi) Other Liens securing Indebtedness in an aggregate amount not to exceed $5,000,000 at any time outstanding. Notwithstanding the foregoing, the Borrowers shall not permit the Intermediate Holding Companies to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation any kind of the applicable Person; and (xii) Intermediate Holding Companies other than Permitted Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)which do not secure Indebtedness.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and securing Indebtedness permitted by subsection 7.1(iii)(c) incurred (a) to finance the acquisition, construction or improvement of any extensions, refinancings or renewals thereoftangible personal property assets, provided that (i1) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to such Liens shall be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or created within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonassets, and (b2) the principal amount of the Indebtedness secured by any such LienLiens shall at no time exceed 100%, together and the proceeds of such Indebtedness shall be used to provide not less than 80%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (without duplicationb) with to renew, extend or refinance any Indebtedness described in clause (a), provided that the principal amount of all other any such Indebtedness secured by Liens on such property, shall does not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; provided, that in the case of clause (a) or (b) such Liens attach solely the assets financed with such Indebtedness; (iv) Liens on any asset securing Indebtedness permitted by LiensSection 7.1(iii)(b); provided that (a) the proceeds of such Indebtedness shall be at least equal to 80% of the fair market value (as determined in good faith by the Board of Directors, including existing Liensor any duly authorized committee thereof, on such propertyof Company) of such property to Companyasset and (b) at the time of incurrence of such Indebtedness, any Borrower no Event of Default shall have occurred and be continuing or its applicable Restricted Subsidiarywould result therefrom; (v) Permitted Real Property Encumbrances;Liens on assets held under Capital Leases permitted under 100 subsection 7.1(iii)(a); and (vi) Other Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign its Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 2,500,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens described in Schedule 7.2A annexed hereto; (iii) Purchase money security interests (including mortgages, conditional sales, Capital Leases and any other title retention or deferred purchase devices) in real or tangible personal property of Company or any of its Subsidiaries existing or created at the time of acquisition thereof or within 30 days thereafter, and the renewal, extension and refunding of any such security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, however, that such Indebtedness is permitted by subsection 7.1(iv) or subsection 7.1(x) hereof; and provided further, that Indebtedness which is not permitted by subsection 7.1(iv) and is secured by Liens permitted under this subsection 7.2A(iii) shall not (a) exceed $5,000,000 in aggregate principal amount outstanding and (b) be owed to any Person other than a Lender; (iv) Liens on assets of Company and its Subsidiaries not otherwise permitted under this subsection 7.2A, securing Indebtedness in an aggregate amount not to exceed $2,500,000 at any time outstanding; (v) [Intentionally omitted]; and (vi) Liens in favor of Administrative Agent granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including Intellectual Property and any document or instrument in respect of goods or accounts receivable) of Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens with respect to Indebtedness permitted under subsection 7.1(iv); provided, however, that (a) the Lien shall apply only to the asset so leased or purchased with the proceeds of such Indebtedness and proceeds of such assets; and (b) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the asset being acquired on the date of acquisition; (iii) Liens described in Schedule 7.2 annexed hereto existing on the date hereof and any renewals or extensions thereof; provided that (a) the property covered thereby is not changed, (b) the amount secured or benefited thereby is not increased except as contemplated by subsection 7.1(vi), (c) the direct or any contingent obligor with respect thereto is not changed, and (d) any renewal or extension of the obligations secured or benefited thereby is permitted by subsection 7.1(vi); (iv) Liens with respect to Indebtedness permitted under subsection 7.1(viii); provided, however, that the Lien shall apply only to the assets of Foreign Subsidiaries of Borrower; (v) Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Borrower after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any event, do not in the aggregate secure Indebtedness in excess of $10,000,000 at any time; (vi) Liens on any cash deposits (including xxxxxxx money) in connection with any letter of intent or other agreement in connection with a Permitted Acquisition; (vii) Liens securing Indebtedness permitted pursuant to subsection 7.1(x) so long as such Liens extend only to the insurance premiums (including investments made therewith) being financed with such Indebtedness; (viii) financing statements filed under the UCC so long as no Lien has been granted by, or asserted against, Borrower or any Subsidiary or otherwise exists in connection with any such financing statement; provided that Borrower or such Subsidiary shall promptly remove any such financing statement if Administrative Agent requests; and (ix) Liens securing Indebtedness and other obligations in an amount aggregating not in excess of $1,000,000 at any one time. Notwithstanding the foregoing, (a) Borrower and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as the term “control” is defined in the UCC) with respect to any deposit account, securities account or commodity account (as each such term is defined in the UCC), and (b) no provision of this subsection 7.2 (other than clause (v) of the definition of “Permitted Encumbrances”) shall permit Borrower or any of its Subsidiaries to create, incur, assume or permit to exist any Lien on or with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiaries, whether now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Intellectual Property.

Prohibition on Liens. Company Holdings and each Borrower the Borrowers shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivablereceivable or Capital Stock) of Company, any Borrower or any of their Restricted SubsidiariesLoan Party, whether now owned or hereafter acquired except:acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any state or under any similar recording or notice statute, except (solely with respect to the Borrower Entities and, in the case of clauses (ii) and (iii) below, Holdings): (i) any Permitted Encumbrances; provided, however, that (a) with respect to the Real Property Collateral, no Permitted Encumbrances except the Permitted Title Exceptions shall be senior or prior to the Liens under the Mortgages; and (b) no such Permitted Encumbrances shall result in a Lien on the Capital Stock of any Loan Party; (ii) Liens in favor of the Collateral Agent granted pursuant to the Collateral DocumentsDocuments or granted in favor of any Agent or Secured Party pursuant to the terms of this Agreement; (iii) Subject to the terms of the Intercreditor Agreement, Liens described in Schedule 8.2 annexed hereto on the Collateral created under or securing obligations under the First Lien Credit Agreement and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)First Lien Loan Documents; (iv) Liens on any personal property (including the interest of a lessee under a Capital Lease) securing Purchase Money Indebtedness permitted by Section 8.1(iiiunder subsection 6.1(vi) and arising from the giving, simultaneously with incurred or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained assumed for the purpose of securing financing (or financing the purchase price thereofwithin 90 days after the respective purchase of property) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower all or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation part of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtednessproperty; provided that (i) such Liens do not at any time encumber solely any property other than property (and proceeds of the receivables so sold sale or other disposition thereof and customary related assets the proceeds (including cash reserves insurance proceeds), products, rents, profits, accession and deposit accounts established replacements thereof or thereto) financed by such Indebtedness, (ii) such Lien is created in connection therewith); with the acquisition of such property, and (xiii) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of the Indebtedness permitted under Section 8.1(xv) to the extent secured by any such Lien exists at the time of redesignation does not exceed 100% of the applicable Personfair market value of such property; and (xiiv) purported Liens incurred evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in connection with the issuance ordinary course of letters of credit permitted under Section 8.4(ii)(y)business.

Prohibition on Liens. The Parent and the Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired except:acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except (solely with respect to the Company and its Subsidiaries): (i) Permitted Encumbrances; (ii) Liens granted pursuant to described in Schedule 7.2A annexed hereto, and, until the Collateral DocumentsClosing Date, Liens securing Existing Debt; (iii) Liens described in Schedule 8.2 annexed hereto Purchase money security interests (including mortgages, conditional sales, Capital Leases and any extensionsother title retention or deferred purchase devices) in real or tangible personal property of the Company or any of its Subsidiaries acquired after the Closing Date and existing or created at the time of acquisition thereof or within thirty (30) days thereafter, refinancings or renewals thereofand the renewal, provided that (i) the property covered thereby is extension and refunding of any such security interest in an amount not changed in any material respect, (ii) exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; provided, that the Indebtedness secured thereby by such Lien is permitted by subsection 7.1(iv) or subsection 7.1(x); provided, further, that such Liens do not increased at any time (including, without limitation, in connection with any renewal, extension and (iiirefunding) the direct and contingent obligors with respect thereto are not changed (cover or encumber any assets or property other than ceasing to be obligors)the assets or property financed by such Indebtedness; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any assets of the foregoing Liens so long as the Company and its Subsidiaries not otherwise permitted under this subsection 7.2A, securing obligations (other than Indebtedness) in an aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, $2,500,000 at any Borrower or its applicable Restricted Subsidiarytime outstanding; (v) Permitted Real Property EncumbrancesLiens in favor of the Collateral Agent granted pursuant to the Collateral Documents or granted in favor of any Agent or Lender pursuant to subsection 10.4 hereof; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergerExcluded Foreign Subsidiaries permitted under subsection 7.1(ix); provided provided, that such Liens were created prior to and do not in anticipation of the acquisition of such acquired at any time cover or encumber any assets or acquired Restricted property other than the assets or property of an Excluded Foreign Subsidiary; or such merger or amalgamation;and (vii) In addition At any time prior to Liens permitted by the other clauses consummation of this Sectionthe ENR Merger, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).Margin Stock. 108

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described constituting a second Ship Mortgage granted in Schedule 8.2 annexed hereto and any extensionsconnection with the financing of equipment or other appurtenances on the ship, refinancings barge or renewals thereof, other vessel so secured by such second Ship Mortgage; provided that (i) prior to granting such second Ship Mortgage, the property covered thereby Person to which is not changed granted such Lien shall have entered into an intercreditor agreement with Administrative Agent and Lenders and executed and delivered such other related agreements and instruments as reasonably requested by Administrative Agent in any material respectconnection with such intercreditor agreement, (ii) the amount secured thereby is not increased in each case in form and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing substance satisfactory to be obligors)Administrative Agent; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increaseddescribed in Schedule 7.2 annexed hereto; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;and (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or permitted pursuant to subsection 7.1(ii); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements acquired with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xvsubsection 7.1(ii) owing to the extent same Person or an Affiliate of such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred provided, further that in connection with the issuance granting of letters of credit any Liens permitted under Section 8.4(ii)(yby this subsection 7.2(v)., Administrative Agent shall be authorized to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien 121

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Borrower or a Subsidiary of Borrower, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary of Borrower or to secure any Indebtedness permitted hereby incurred by Borrower or a Subsidiary of Borrower at the time of or with ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of $10,000,000 at any time; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Borrower after the acquisitiondate of this Agreement, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does Borrower and are not attach to created in anticipation thereof and, in any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and event, do not in anticipation the aggregate secure Indebtedness in excess of $10,000,000 at any time; and (iv) Liens described on the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationClosing Date Mortgage Policies; (viiv) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);described in Schedule 7.2 annexed hereto; and (viiivi) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 10,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower The Obligors shall not, and shall not permit any of its their Restricted Subsidiaries to to, directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivablereceivable or the Collateral) of Company, any Borrower the Obligors or any of their Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) purchase money Liens granted pursuant securing Indebtedness used to acquire Aircraft Related Equipment or Liens created or incurred in connection with refinancing of any Aircraft Related Equipment acquired by an Obligor or any Restricted Subsidiary of such Obligor which refinancing occurs within twelve months after the Collateral Documentsdate of such acquisition; (iii) other Liens described on assets acquired after the Closing Date securing or relating to Indebtedness permitted pursuant to this Agreement and other liabilities and obligations not prohibited by this Agreement in Schedule 8.2 annexed hereto and an aggregate amount not to exceed $5,000,000 at any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)time outstanding; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiiused to refinance the Loan; (v) Liens described in Schedule 6.1 annexed hereto; (vi) judgment and arising from attachment Liens not giving rise to an Event of Default or not relating to an action or judgment that is a Default or Event of Default; (vii) Liens on the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, assets of any entity or on any asset existing at the time such entity or asset is acquired by an Obligor or any Restricted Subsidiary of such Obligor, whether by merger, consolidation, purchase money of assets or otherwise; provided, that such Liens (i) are not created, incurred or assumed by such entity in contemplation of or in connection with the financing of such entity's acquisition by such Obligor or such Restricted Subsidiary; (ii) do not extend to any other assets of such Obligor or such Restricted Subsidiary; and (iii) the Indebtedness secured by such Lien is permitted pursuant to this Agreement; and (including vendors’ rights under purchase contracts under viii) leases or subleases granted to others not interfering in any material respect with the ordinary conduct of business of an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower Obligor or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness that, together with the aggregate amount of all Capital Leases entered into pursuant to the Collateral Documentssubsection 7.1(iii), exceeds $20,000,000 at any time; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Company after the acquisitiondate of this Agreement, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to created in anticipation thereof and, in any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and event, do not in anticipation the aggregate secure Indebtedness in excess of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation$5,000,000 at any time; (viiiv) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)described in Schedule 7.2 annexed hereto; (viiiv) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;10,000,000 at any time outstanding; and (ixvi) Liens securing Receivables Sale IndebtednessIndebtedness replacing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (iv) of this subsection 7.2A; provided that such Liens encumber solely the receivables so sold same property encumbered by the original Liens and customary related assets (including cash reserves no other property and deposit accounts established in connection therewith); (x) Liens on deposits of cash the principal or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect commitment amount of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)secured thereby does not increase.

Prohibition on Liens. Company and each Borrower shall notNo Obligor will, and shall not nor will it permit any of its Restricted Subsidiaries to other Obligor to, directly or indirectly create, incur, assume or permit to exist any Lien on any Collateral or file or consent to the filing of any financing statement or other similar notice of any Lien with respect to any asset Collateral under the UCC of any kind (including state or under any document similar recording or instrument in respect of goods or accounts receivable) of Companynotice statute, any Borrower or any of their Restricted Subsidiaries, whether now owned or hereafter acquired except: (i) Permitted Encumbrances; (ii) Liens granted pursuant securing either (A) Indebtedness in an aggregate principal amount such that, as of the date of incurrence of any such Indebtedness and after giving pro forma effect to such incurrence and the application of the net proceeds therefrom, the Total Collateral Coverage Ratio is not less than 1.0 to 1.0 or (B) Indebtedness that is also secured (or is purported to be secured) by a Lien on any property or assets that is not Collateral, provided that, in either case (A) or (B), such Liens shall (x) rank junior to the Liens in favor of the Administrative Agent securing the Obligations and (y) be subject to an intercreditor agreement reasonably acceptable to the Administrative Agent (which intercreditor agreement may provide for (i) the Secured Parties to have the exclusive right to instruct the Administrative Agent to enforce rights and exercise remedies with respect to the Collateral Documents;until the Secured Obligations are paid in full, (ii) customary provisions that would be applicable to junior lien Indebtedness with a “silent” junior lien, including, without limitation, in respect of payment waterfalls, debtor in possession financings, 363 sales, adequate protection rights and post-petition interest and (iii) other terms reasonably acceptable to the Administrative Agent); and (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) created under the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Collateral Documents.

Prohibition on Liens. Company and each Borrower Holdings shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of Collateral Agent for the benefit of Secured Creditors securing U.S. Loan Parties' obligations under this Agreement and/or under Interest Rate Agreements and/or Currency Agreements with any Secured Creditors (including the Existing Swap Agreements); (iii) Liens described arising in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, connection with Capital Leases permitted under subsection 7.1(iii)(a); provided that (i) the property covered thereby is not changed in no such Lien shall extend to or cover any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (Collateral or assets other than ceasing the assets subject to be obligors)such Capital Leases; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiisubsection 7.1(iii) and arising from (b) incurred (a) to finance the givingacquisition, simultaneously with construction or improvement of any real property or tangible personal property assets acquired or held by Borrower or any of its Subsidiaries in the ordinary course of business; provided that (1) such Liens shall be created within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonassets, and (b2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided, further, that in the case of clause (a) or (b), (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such LienLien against any Person other than the borrower of such Indebtedness for the payment of principal, together interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (without duplication3) with the principal amount of all other financial covenants under any Indebtedness secured by such Liens on such propertyare, shall not exceed the cost (which shall be deemed to includein each case, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;no more restrictive than those set forth in this Agreement; and (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 35,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to secure Indebtedness permitted by subsection 7.1(iii); provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired or leased and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition and, in each case, any extensionsPermitted Refinancing thereof; provided, refinancings or renewals thereofhowever, provided that (i) such Liens exist at the property covered thereby is time such Person becomes a Subsidiary and are not changed created in anticipation of such acquisition and, in any material respectevent, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (do not, for each Permitted Acquisition, extend to any other than ceasing to be obligors)property or assets of such Person; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) described in Schedule 7.2 annexed hereto and arising from the giving, simultaneously with any renewals or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price extensions thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances[Intentionally omitted]; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of Foreign Subsidiaries securing Indebtedness of any Person existing at the time such Person becomes a Restricted Foreign Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach permitted pursuant to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergersubsection 7.1(x); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, in an aggregate amount not to exceed $5,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time outstanding; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and Contingent Obligations with respect to Hedge Agreements entered into with any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible AssetsHedge Counterparty; (ix) Liens securing Receivables Sale Indebtedness; provided Indebtedness or Contingent Obligations with respect to Hedge Agreements of any Subsidiary that such Liens encumber solely is not a Subsidiary Guarantor which Indebtedness or Contingent Obligations, in the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)aggregate, do not exceed $10,000,000 at any time outstanding; (x) Liens on any cash deposits (including, without limitation, xxxxxxx money) in connection with any letter of cash intent or Cash Equivalents securing bona-fide hedging arrangements other agreement in connection with Lenders or Affiliates thereofa transaction otherwise permitted by this Agreement; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) on any Cash Collateral provided pursuant to the extent such Lien exists at the time of redesignation of the applicable Person; andsubsection 2.11; (xii) Liens incurred on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in connection with the issuance ordinary course of letters business; and (xiv) Liens arising out of credit sales and lease-backs permitted under Section 8.4(ii)(y)by subsection 7.10.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; ; (ii) Liens granted pursuant to the Collateral Documents and the Intercompany Collateral Documents; ; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); hereto; (iv) Liens securing Purchase Money on any asset existing at the time of acquisition of such asset by Borrower or any Subsidiary thereof, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary thereof or to secure any Indebtedness permitted hereby incurred by Section 8.1(iii) and arising from Borrower or a Subsidiary thereof at the giving, simultaneously time of or with or within 180 ninety days after the acquisitionacquisition of such asset, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title which Indebtedness is retained incurred for the purpose of securing financing all or any part of the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned in each case to the extent permitted by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedAgent; provided, however, that in each case (a) such the Lien is limited shall apply only to such the asset so acquired, constructed or improved real or tangible personal property ; and fixed improvements, if any, then existing or thereafter erected thereon, and (b) provided further that the principal amount aggregate of the Indebtedness all amounts secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, $10,000,000 at any Borrower or its applicable Restricted Subsidiary; time; (v) Permitted Real Property Encumbrances; Liens evidencing Capital Leases permitted by subsection 7.1; (vi) Other Liens on acquired assets securing Acquired IndebtednessIndebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Borrower’s South African Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not subsection 7.1(ix) with respect to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)South African Subsidiaries.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 B annexed hereto ("Existing Liens") and Liens securing Indebtedness incurred to refinance any extensions, refinancings or renewals thereof, provided that Indebtedness secured by Existing Liens so long as (ia) the property covered principal amount of such refinancing Indebtedness does not exceed the greater of (1) the fair market value of the assets subject to such Lien and (2) the principal amount (or, if greater, the committed amount) of the Indebtedness refinanced thereby and (b) such refinancing Indebtedness is not changed in secured by any material respect, (ii) collateral which did not secure the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Indebtedness refinanced thereby; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiisubsection 6.1(x) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ ' rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on of real property or tangible personal property hereafter acquired, constructed or improved and not theretofore heretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring hereafter of real property or tangible personal property not theretofore heretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property EncumbrancesLiens encumbering accounts receivable sold and cash reserves established in connection therewith pursuant to any transaction permitted under subsection 6.7(vi); (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Sectionsubsection, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACIthe Australian Offshore Borrowers, O-I Canada, OIEG, OI Europe, any of the United Glass and Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary BorrowerGuarantors); (viii) In addition to Liens permitted by the other clauses of this Sectionsubsection, Liens securing Indebtedness or other obligations Contingent Obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets200,000,000 at any time outstanding; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);assets; and (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. The Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Company or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by the Company or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by the Company or a Restricted Subsidiary or to secure any Indebtedness permitted hereby incurred by the Company or a Restricted Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that any such Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof and accessions thereto; and provided further, that the aggregate principal amount of all Indebtedness secured by such Liens and all Indebtedness in respect of Capital Leases permitted by Section 8.01(c) does not exceed $30,000,000 at any time outstanding; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)8.02; (iv) Liens securing Purchase Money Indebtedness and other obligations in an aggregate amount not to exceed $30,000,000 at any time outstanding, provided that no such Liens shall be permitted by Section 8.1(iiion (A) and arising from any assets of the givingUK Borrower, simultaneously with or within 180 days after (B) any Capital Stock of the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any UK Borrower or any of its Restricted Subsidiaries, direct or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryindirect parent company thereof; (v) Permitted Real Property Encumbrances; Liens securing Indebtedness refinancing or renewing the Indebtedness secured by Liens described in clauses (viii), (iii) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets (vii) of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergerthis Section 8.02(a); provided that such Liens were created prior to and not in anticipation of encumber the acquisition of such acquired assets same or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted substantially the same property encumbered by the other clauses of this Section, original Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bonaafter-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) acquired property to the extent such Lien exists at that the time Liens securing the Indebtedness being refinanced or renewed extended to after-acquired property) and no other property and the principal or commitment amount of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).Indebtedness secured thereby does not increase;

Prohibition on Liens. Company and each Borrower Such Loan Party shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within 90 days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of $1,000,000 at any time; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumedsubsection 7.1(vi), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;and (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries liabilities in an aggregate principal amount not to exceed $50,000 at any time outstanding. Notwithstanding the greater foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC) other than the Control Agreements. Company shall not, and shall not permit any of (A) $500,000,000 its Subsidiaries to, permit to remain in effect for more than 30 days after it becomes aware of the same, any financing statement or (B) 7.50% other similar registration with respect to any property, asset, income or profits of Consolidated Tangible Assets; (ix) any Loan Party under any security recording or notice statute, except for any such filing evidencing Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold permitted by this subsection 7.2, and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash filings or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens registrations in respect of Indebtedness permitted under Section 8.1(xv) interests that do not relate to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Liens.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness that, together with the aggregate amount of all Capital Leases entered into pursuant to the Collateral Documentssubsection 7.1(iii), exceeds $15,000,000 at any time; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Company after the acquisitiondate of this Agreement, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to created in anticipation thereof and, in any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and event, do not in anticipation the aggregate secure Indebtedness in excess of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation$2,500,000 at any time; (viiiv) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)described in Schedule 7.2 annexed hereto; (viiiv) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;2,000,000 at any time outstanding; and (ixvi) Liens securing Receivables Sale IndebtednessIndebtedness replacing or renewing the Indebtedness secured by Liens described in clauses (ii), (iii) and (iv) of this subsection 7.2A; provided that such Liens encumber solely the receivables so sold same property encumbered by the original Liens and customary related assets (including cash reserves no other property and deposit accounts established in connection therewith); (x) Liens on deposits of cash the principal or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect commitment amount of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)secured thereby does not increase.

Prohibition on Liens. Company and each Borrower Holdings shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 7.2A annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens securing Purchase Money Indebtedness permitted pursuant to subsection 7.1(xi) provided that such Liens relate solely to the assets financed with such Indebtedness; (v) any Lien securing Indebtedness permitted by Section 8.1(iiisubsection 7.1(v) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real existing on any property or tangible personal property, asset which is the subject of a Permitted Acquisition; provided that (i) such Lien was not created in contemplation of or in connection with such Permitted Acquisition and (ii) such Lien does not apply to any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real other property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any asset of Borrower or any of its Restricted Subsidiaries; and provided further, or from that the acquiring aggregate principal amount of Indebtedness secured by such Liens shall not exceed $5,000,000 at any time; (vi) purchase money security interests in real property (other than the Cemetery), improvements thereto or tangible personal property not theretofore owned equipment hereafter acquired (or, in the case of improvements, constructed) by Company, any Borrower or any of its Restricted Subsidiaries (including the interests of vendors and lessors under conditional sale and title retention agreements), provided that (a) such security interests secure Indebtedness permitted by Section 7.1(vi), (b) such security interests are created, and the Indebtedness secured thereby is incurred, within 270 days after such acquisition (or construction), and (c) such security interests do not encumber any other property or assets of Borrower or any Subsidiary (other than accessions to such real property, improvements or equipment and provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender); (vii) the replacement, extension or renewal of any Lien permitted by clause (v) or (vi) above, provided that such replacement, extension or renewal Lien shall not encumber any property other than the property that was subject to any then-existing such Lien prior to such replacement, extension or renewal; and provided further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by subsection 7.1; and (whether or not assumedviii) Liens arising by operation of law pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9607(1), or from pursuant to analogous state law, (a) for costs or damages which are not yet due (by virtue of a written demand of payment by a governmental authority), or (b) which are being actively contested in good faith by appropriate proceedings, or (c) on property that Borrower and its Subsidiaries have determined to abandon if the extension, renewal sole recourse for such costs or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor damages is not thereby increasedto such property; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property the liability of Holdings and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) its Subsidiaries with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at matters giving rise to all Liens described in this subsection 7.2A(viii) shall not, in the time reasonable estimation of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Borrower, exceed $1,000,000.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Opco Collateral Documents;; and (iii) Liens described in Schedule 8.2 annexed hereto and to secure the payment of all or any extensions, refinancings part of the purchase price of an asset upon the acquisition of such asset by Opco or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing Subsidiary Guarantor or to be obligors); (iv) Liens securing Purchase Money secure any Indebtedness permitted hereby (including Capital Leases) incurred by Section 8.1(iii) and arising from Opco or any Subsidiary Guarantor at the giving, simultaneously with time of or within 180 ninety (90) days after the acquisitionacquisition of such asset, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title which Indebtedness is retained incurred for the purpose of securing financing all or any part of the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not, at any time, in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount aggregate secure Indebtedness in excess of the Indebtedness secured by such Lien, together difference of One Million Eight Hundred Thousand Dollars (without duplication$1,800,000) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, minus the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv6.1(iv) at such time outstanding. For the avoidance of doubt, Borrower shall not, and shall not permit Opco or any of its other Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien to secure the extent such Lien exists at the time of redesignation payment of the applicable Person; and Loan on or with respect to any property or asset of any kind (xiiincluding any document or instrument in respect of goods or accounts receivable) Liens incurred of Borrower or Opco or any of Borrower’s other Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in connection effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the issuance of letters of credit permitted UCC or under Section 8.4(ii)(y)any similar recording or notice statute.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize or otherwise consent to the filing of any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset (including Capital Stock of Subsidiaries) existing at the time of acquisition of such asset by Company or a Subsidiary, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; provided further, that the aggregate principal amount of Indebtedness secured by such Liens shall at no time exceed $25,000,000; (iii) Liens described in Schedule 8.2 7.2A annexed hereto and any extensionsreplacement Liens securing any replacement of Indebtedness secured, refinancings or renewals thereofas of the Closing Date, by the Liens described in Schedule 7.2A, provided that (i) such replacement Liens shall only apply to the property covered thereby is assets subject, as of the Closing Date, to the Liens described in Schedule 7.2A and the aggregate principal amount of such replacement Indebtedness shall not changed at any time exceed the Indebtedness secured, as of the Closing Date, by the Liens described in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Schedule 7.2A; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 2,500,000 at the any time of redesignation of the applicable Personoutstanding; and (xiiv) Liens incurred Exclusive Licenses with respect to Intellectual Property granted to third parties in connection accordance with subsection 7.7. Notwithstanding the issuance foregoing, (1) Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.10 of letters the Security Agreement, and (2) Company shall not create, incur, assume or permit to exist any Lien on or with respect to the Headquarters or any income or profits therefrom (other than non-consensual Permitted Encumbrances arising by operation of credit permitted under Section 8.4(ii)(ylaw).

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom or proceeds thereof, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits or proceeds under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens Existing liens described in Schedule 8.2 7.2A(iii) annexed hereto and (including any extensions, refinancings or renewals thereof, replacement Liens resulting from any refinancing of the underlying obligations of such Liens; provided that (isuch replacement Liens do not extend to any property not listed on Schedule 7.2A(iii) the property covered thereby and such refinancing is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligorspermitted by subsection 7.1 hereof); (iv) Other Liens securing Purchase Money Indebtedness Indebtedness, Capital Leases and Contingent Obligations permitted by Section 8.1(iii) under subsections 7.1 and arising from the giving7.4, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryrespectively; (v) Permitted Real Property EncumbrancesLiens described on Schedule 7.2A(v) annexed hereto related to the Expansion Project; provided that such Liens, either individually or in the aggregate, could not reasonably be expected to impair in any material respect the use, operation or value of the Expansion Project; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary in favor of the Company (so long as such Lien does not attach City of Black-Hawk and the Black Hawk Business Improvement District on funds escrowed by Borrower or one of its Subsidiaries to any assets pay the costs of constructing the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); Public Improvements provided that such Liens were created prior to and escrowed funds do not in anticipation of exceed $22,000,000 less the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) incurred pursuant to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(ysubsection 7.1(vii).

Prohibition on Liens. Company and each Borrower Borrowers shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Borrowers or any of their Restricted respective Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize the filing of, or permit to remain in effect, any effective financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents to secure the Obligations, the obligations of Borrowers under the Detroit L/C Facility Documents, the obligations under the High Yield Notes and the obligations to the cash management bank with respect to the Cash Management System; (iii) Liens existing on the Closing Date and described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens on assets of any Subsidiary of Company and/or on the stock or other equity interests of such Subsidiary, in each case to the extent such Liens secure Limited Recourse Debt of such Subsidiary permitted by subsection 7.1(xi); (v) Liens on assets of Company or any Subsidiary of Company securing Purchase Money refinancing Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumedsubsection 7.1(x), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case the Liens securing such refinancing Indebtedness shall attach only to the assets that were subject to Liens securing the Indebtedness so refinanced and, if applicable, assets the acquisition of which was financed with the proceeds of such refinancing Indebtedness permitted by subsection 7.1(x); (vi) Liens securing debt service reserve funds, completion obligations and similar accounts and obligations (other than Indebtedness) of Subsidiaries of Company to Persons other than Company and its Subsidiaries and their respective Affiliates, so long as (a) each such obligation is associated with a Project, (b) such Lien is limited to (1) assets associated with such acquiredProject (which in any event shall not include assets held by any Borrower other than a Borrower whose sole business is the ownership and/or operation of such Project and substantially all of whose assets are associated with such Project) and/or (2) the equity interests in such Subsidiary, constructed or improved real or tangible personal property but in the case of clause (2) only if such Subsidiary's sole business is the ownership and/or operation of such Project and fixed improvements, if any, then existing or thereafter erected thereonsubstantially all of such Subsidiary's assets are associated with such Project, and (bc) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or obligation is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationotherwise permitted under this Agreement; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on cash collateral of Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.4(ix), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the assets of Restricted Foreign Subsidiaries securing Indebtedness or underlying agreements relating to Projects) for making dividends and distributions to Company and its other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)Subsidiaries; (viii) In addition to Liens permitted by the other clauses on cash collateral of this Section, Liens securing Indebtedness or other obligations Subsidiaries of Company securing Contingent Obligations permitted under subsection 7.4(x), so long as such cash is provided from funds that would not otherwise be available (due to prohibitions in the underlying agreements relating to Projects) for making dividends and any of distributions to Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assetsother Subsidiaries; (ix) Liens on cash collateral of Company and its Subsidiaries securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewithContingent Obligations permitted under subsection 7.4(xi); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereofcreated pursuant to Insurance Premium Financing Arrangements otherwise permitted under this Agreement, so long as such Liens attach only to gross unearned premiums for the insurance policies; (xi) Liens on cash collateral of Company securing insurance deductibles or self-insurance retentions required by third party insurers in respect of Indebtedness permitted under Section 8.1(xv) to the extent connection with insurance arrangements entered into by Company and its Subsidiaries with such Lien exists at the time of redesignation of the applicable Person; andinsurers in compliance with subsection 6.4B; (xii) Liens incurred in connection with on all or substantially all of the issuance assets of letters the Bankrupt Subsidiaries to the extent such Liens secure the obligations of credit such Bankrupt Subsidiaries under loans made to them and permitted under Section 8.4(ii)(ysubsection 7.3(xi); (xiii) Liens securing Indebtedness permitted under subsection 7.1(ix)(b), so long as such Liens extend only to the assets subject to the relevant Capital Lease; (xiv) Liens on the Capital Stock of CPIH pledged by CEA under the CPIH Stock Pledge Agreement; and (xv) Other Liens on assets of any Subsidiary of Company securing Indebtedness in an aggregate amount not exceeding $2,500,000.

Prohibition on Liens. Company Holdings and each Borrower Borrowers shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or Borrowers or any of their Restricted Subsidiaries, such Subsidiary whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any valid financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiion the Excluded Stock; (v) and arising from the giving, simultaneously with Liens (other than Liens on any (x) Accounts or within 180 days after the acquisition, construction or improvement Inventory of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by CompanyHoldings, any Borrower or any Domestic Subsidiary or Mexican Subsidiary of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted (y) Capital Stock) granted by Borrowers and their Subsidiaries subject to any then-existing Lien (whether or not assumedsecuring Indebtedness permitted by subsections 7.1(vi), or from the extension, renewal or replacement of 7.1(vii) and 7.1(xii) in an aggregate amount not to exceed $10,000,000 at any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedtime outstanding; provided, however, that in each case (a) Borrowers and their Domestic Subsidiaries shall not grant such Lien is limited Liens in connection with any Indebtedness of any Foreign Subsidiary of any Borrower incurred pursuant to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, subsection 7.1(vii) and (b) Liens related to Indebtedness incurred in connection with a 126 136 Permitted Acquisition, may only attach to the principal amount of the Indebtedness secured by assets acquired in such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances;Acquisition. (vi) Liens securing Indebtedness permitted by subsection 7.1(xiii), solely to the extent such Liens (a) replace Liens set forth on acquired Schedule 7.2 annexed hereto with respect to the Indebtedness that is being refinanced, (b) are on the same assets securing Acquired Indebtedness; as the replaced Liens and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary (c) are of the Company (so long same scope and priority as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger)replaced Liens; provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation;and (vii) In addition to Liens securing Purchase Money Indebtedness and evidencing Capital Leases, in each case as permitted by the other clauses of this Sectionsubsection 7.1(iii); provided, that any such Liens on shall only attach to the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of being acquired with such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Company and each Borrower Each Credit Party shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or record or permit the recording of any mortgage or file or permit the filing of any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the recording laws or the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Purchase Money Mortgage Liens granted pursuant securing Purchase Money Mortgage Obligations; provided that the Purchase Money Mortgage Obligations to which such Liens relate are permitted by the Collateral Documentsterms of Section 7.1 and the purchase of the asset subject to such Lien is permitted under the terms of subsection 7.7; (iii) Liens described in Schedule 8.2 5.8 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for obligations to vendors of appliances incurred in the purpose ordinary course of securing business, provided that the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness obligations secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed $250,000 in the cost (which aggregate at any time and such Liens shall be deemed to include, without duplication, the amount of Indebtedness secured cover only appliances sold by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryvendors; (v) Permitted Real Property Encumbrances;Liens on cash deposited with bonding companies securing Contingent Obligations with respect to performance and surety bonds permitted by subsection 7.4(vii), provided, that the aggregate amount of cash deposited with bonding companies subject to such Liens shall not at any time exceed $4,000,000; and (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets granted in favor of any Person existing at Collateral Agent for the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary benefit of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) pursuant to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Security Documents.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiariesrespective assets, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any of the Collateral under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted or permitted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto to secure Other Allowed Indebtedness (Secured) to the extent permitted pursuant to the definitions of "Other Allowed Indebtedness (Secured)" and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)"Purchase Money Debt"; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) existing on the Effective Date and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) described on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted SubsidiarySchedule 7.2 annexed hereto; (v) Permitted Real Property Encumbrancesa Lien to be granted by PMH and/or PMHLP, as lessee, on certain of its gaming equipment and gaming receivables, in favor of the Riverside Joint Venture, as landlord, to secure the payment by PMH of certain lease obligations owed to the Riverside Joint Venture in connection with the operation of the Maryland Heights Facility; (vi) Liens a Lien on acquired assets securing Acquired Indebtedness; PMHLP's partnership interest in the Riverside Joint Venture and Liens on any assets the capital stock of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary PMHN and PMH, to secure Permitted Maryland Heights Indebtedness if both of the Company following conditions are satisfied: (so long as such Lien does not attach to any assets x) the Permitted Maryland Heights Indebtedness is in the principal amount of $40,000,000 and (y) no Tranche B Loans are outstanding and the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger)Tranche B Commitments have been terminated; provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation;and (vii) In addition a Lien on PMHLP's interest in the FF&E located at the Maryland Heights Facility to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing secure Permitted Maryland Heights Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any if both of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); following conditions are satisfied: (x) Liens on deposits the Permitted Maryland Heights Indebtedness is in the principal amount of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; $40,000,000 and (xiy) Liens in respect of Indebtedness permitted under Section 8.1(xv) to no Tranche B Loans are outstanding and the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Tranche B Commitments have been terminated.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i1) Permitted Encumbrances; (ii2) Liens described in Schedule 7.2; (3) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv4) Liens securing Purchase Money the Indebtedness under the Mortgage Notes permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed7.1(ii), or from the extension, renewal or replacement of any Indebtedness secured by any and refinancings of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is Mortgage Notes which do not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) increase the principal amount of outstandings thereunder, which are subordinated to the Indebtedness secured Liens in favor of the Administrative Agent and the Lenders in the manner contemplated by such Lien, together (without duplication) with the principal amount Intercreditor Agreement in property which is subject to the Liens of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted SubsidiaryCollateral Documents; (v) Permitted Real Property Encumbrances; (vi5) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergerIndebtedness permitted under Section 7.1(iii); provided that such Liens were created prior relate solely to the property financed with such Indebtedness and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiaryproceeds thereof; or such merger or amalgamation;and (vii6) In addition to Liens permitted created by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness resulting from litigation or other obligations of Company and a legal proceeding against Borrower or any of its Restricted Subsidiaries or both in the ordinary course of business which litigation or legal proceeding currently is being contested in good faith by appropriate proceedings and which litigation or legal proceeding does not result in an aggregate principal amount not to exceed the greater Event of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale IndebtednessDefault under Section 8.8; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits Lien shall be bonded or foreclosure of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at stayed by order of a court of competent jurisdiction and; provided further, that any such Lien shall cease to be a permitted exception to this Section 7.2 if any attempt to foreclose thereon could reasonably be expected to occur within the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)next 60 days.

Prohibition on Liens. Company and each The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivableAccounts) of Company, any the Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 7.2A; (iiia) Liens described securing obligations incurred in Schedule 8.2 annexed hereto and connection with transactions governed by a Swap Contract to the extent (i) pursuant to subsection 7.3(xiv) or (ii) related to an exchange-traded derivative; (b) Liens on any extensionsproperty or assets existing at the time such property or asset was acquired (including Liens on the property or assets of any Person that becomes a Subsidiary of the Borrower that existed at the time such Person became a Subsidiary by acquisition, refinancings merger, consolidation or renewals thereofotherwise), which Liens were not created in contemplation of such acquisition; provided that (i) such Liens shall not extend to or cover any property or assets of any character other than the property covered thereby is not changed in any material respect, or assets being acquired and (ii) such Liens shall secure only those obligations which such Liens secured on the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)date of such acquisition; (ivc) Liens securing Purchase Money Indebtedness permitted pursuant to subsection 7.1(v) (or Indebtedness of the same type incurred by Section 8.1(iiithe Borrower) and arising from the giving, simultaneously with upon or within 180 days after the acquisition, construction or improvement of in any real property or tangible personal property, equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of any business to secure the purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained price of such property or equipment or to secure Indebtedness incurred solely for the purpose of securing financing the purchase price thereof) on real acquisition of such property or tangible personal property acquired, constructed equipment; provided that (A) such Liens shall not extend to or improved and not theretofore owned by Company, cover any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement assets of any Indebtedness secured by any character other than the property or equipment being financed, (B) such Liens shall be created within 90 days of the foregoing Liens so long as acquisition of the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, related asset and (bC) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiarythereby is not increased; (vd) Permitted Real Property EncumbrancesLiens in favor of the Borrower or any Subsidiary of the Borrower made by any Subsidiary of the Borrower. (e) customary restrictions on Transfers of assets contained in agreements related to such Transfer by the Borrower or any Subsidiary of the Borrower of assets pending their Transfer, provided that such restrictions apply only to the assets to be Transferred and such Transfer is permitted hereunder; (vif) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes Receivables to secure a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach Receivables Financing permitted pursuant to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationsubsection 7.7C; (viig) In addition to Liens on Florida Land or Brazil Assets or Securities in a Florida Land Subsidiary or a Brazil Transaction Subsidiary securing Indebtedness permitted by the other clauses clause (xii) of this Section, subsection 7.1; Table of Contents (h) Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness cash or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any deposits granted in favor of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)Swing Line Lender or the Issuing Lenders to cash collateralize any Defaulting Lender’s participation in Swing Line Loans or Letters of Credit; (viiii) In addition to Liens not otherwise permitted by the other clauses of this Section, Liens hereunder securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed 5% of Consolidated Total Assets as shown in the greater most recent consolidated balance sheet of the Borrower and its subsidiaries furnished pursuant to subsection 6.1(ii) or (iii); (j) Liens on Investments made pursuant to subsection 7.3(ix) created (1) in favor of a Government Authority to secure Environmental Claims and/or financial assurances of the performance of statutory or regulatory obligations with respect to environmental matters or asset retirement obligations, in an amount not to exceed in the aggregate at any time outstanding (A) $500,000,000 or 700,000,000 plus the aggregate amount of all interest and dividends received on, capital gains (realized and unrealized) of, and other returns on such Investments and (B) 7.50% $300,000,000 plus the aggregate amount of Consolidated Tangible Assets; all interest and dividends received on, capital gains (ixrealized and unrealized), and other returns on such Investments and additional amounts required from time to time under agreements establishing, or requiring the establishment of, the trusts or escrows holding such Investments or (2) Liens securing Receivables Sale Indebtedness; provided that in the alternative, in favor of the issuers of surety or performance bonds up to the amounts referred to in the foregoing clauses (A) and (B), respectively, to secure reimbursement obligations to such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens issuers in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Personbonds; and (xiiiv) Liens incurred the replacement, extension or renewal of any Lien permitted by clauses (ii), (iii)(b), (iii)(c) or (iii)(f) above upon or in connection with the issuance same property subject thereto arising out of letters the replacement, extension or renewal of credit permitted under Section 8.4(ii)(ythe Indebtedness secured thereby (to the extent the amount thereof is not increased).

Prohibition on Liens. Company and each Borrower The Lessee shall not, and shall not permit any of its Restricted Subsidiaries Subsidiaries, directly or indirectly, to create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower the Lessee or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant in respect of Permitted Extension Indebtedness and Other Permitted Indebtedness, provided that such Liens encumber only assets subject to purchase money Liens securing such Indebtedness and do not encumber any assets subject to the Collateral DocumentsAircraft Chattel Mortgages; (iii) Liens described other Liens, securing Indebtedness in Schedule 8.2 annexed hereto and an aggregate amount not to exceed $10 million at any extensionstime outstanding, refinancings or renewals thereof, provided that (i) do not encumber any assets subject to the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Aircraft Chattel Mortgages; (iv) Liens securing Purchase Money Indebtedness permitted as part of an Employee Benefit Plan providing deferred compensation to the Lessee's employees and approved by Section 8.1(iii) its board of directors, the Lessee may create a trust, pursuant to documentation in form and arising from substance reasonably satisfactory to the givingAgent, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any benefit of its Restricted Subsidiaries, or from employees and make payments thereto not to exceed $10 million in the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedaggregate; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;and (v) Permitted Real Property Encumbrances; (via pledge of any guaranteed investment contract or similar instrument or document pursuant to which the Investment permitted under Section 7(c)(vi) is made, as well as a pledge of any accrued interest on such Investment. Notwithstanding anything to the contrary contained above, in no event shall the Lessee create, incur, assume or permit to exist Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach respect to any assets subject to the Aircraft Chattel Mortgages except for Permitted Encumbrances of the surviving Person other than those assets subject to such Liens prior to such amalgamation type described in clauses (i), (ii) or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)definition thereof.

Prohibition on Liens. Company and each Each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to (other than Unrestricted Subsidiaries) to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable, but excluding any of Company's Common Stock repurchased in the Stock Repurchase or otherwise acquired with the proceeds of Loans and not retired or canceled by Company (such Company's Common Stock being "REPURCHASED STOCK")) of Company, any such Borrower or any of their Restricted Subsidiariessuch Subsidiary, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to existing as of the Collateral DocumentsClosing Date (including Liens on assets of Vons and its Subsidiaries existing as of the date of the Vons Merger) securing Indebtedness in an aggregate amount not exceeding the principal amount of the Indebtedness or related commitment secured by such Liens on the Closing Date; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings arising pursuant (a) to purchase money mortgages securing Indebtedness representing the purchase price (or renewals thereof, provided that (i) financing of the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or purchase price within 180 days after the acquisition, construction or improvement respective purchase) of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned other assets acquired by Company, any Borrower Company or any of its Restricted SubsidiariesSubsidiaries (including, without limitation, Liens arising under Capital Leases) or from the acquiring of real property (b) mortgages or tangible personal property not theretofore owned by Companysecurity agreements securing financing incurred to refurbish, any Borrower renovate or any of its Restricted Subsidiaries subject to any then-otherwise improve existing Lien (whether or not assumed)assets, or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, howeverin any event, that in each case (a1) any such Lien is limited Liens attach only to such acquiredthe assets so purchased, constructed refurbished, renovated or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonimproved, and (b2) the principal amount of the Indebtedness secured by any such LienLien is neither greater than 100% nor less than 70% of the purchase price of the assets being purchased or the fair market value of the assets being refurbished, together renovated or improved (without duplication) with the principal amount of all other Indebtedness secured by Liens on determined in Company's reasonable judgment so as to give effect to such propertyrefurbishment, shall not exceed the cost renovation or improvement), as applicable; 105 112 (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (viiv) Liens existing on specific tangible assets at the time acquired assets securing Acquired Indebtedness; and Liens (including by acquisition, merger or consolidation) by Company or any of its Subsidiaries or on any assets of any a Person existing at the time such Person first becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); Company, provided that (a) any such Liens were not created prior to and not at the time of or in anticipation contemplation of the acquisition of such acquired assets or acquired Restricted Subsidiary; Person by Company or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries Subsidiaries, (b) in an aggregate principal amount the case of any such acquisition of a Person other than Casa Ley, any such Lien attached only to specific tangible assets of such Person and not to assets of such Person generally, and (c) in Company's reasonable judgment the Indebtedness secured by any such Lien does not exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits fair market value of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) the asset to the extent which such Lien exists attaches, determined at the time of redesignation the acquisition of such asset or the applicable Person; and (xii) Liens incurred in connection with time at which such Person first becomes a Subsidiary, as the issuance of letters of credit permitted under Section 8.4(ii)(y).case may be;

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in listed on Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) 7.2 of the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Company Disclosure Letter; (iv) Liens securing Purchase Money on any asset existing at the time of acquisition of such asset by Company or a Subsidiary of Company, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary of Company or to secure any Indebtedness permitted hereby incurred by Section 8.1(iii) and arising from Company or a Subsidiary of Company at the giving, simultaneously with time of or within 180 ninety days after the acquisitionacquisition of such asset, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title which Indebtedness is retained incurred for the purpose of securing financing all or any part of the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such the Lien is limited shall apply only to such acquired, constructed or improved real or tangible personal property the asset so acquired and fixed improvements, if any, then existing or thereafter erected thereonproceeds thereof, and (b) all such Liens do not in the aggregate secure Indebtedness in an aggregate principal amount in excess of the Indebtedness secured by such Lien, together (without duplicationamount permitted pursuant to subsections 7.1(vi) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such propertyand 7.1(viii) of such property to Company, at any Borrower or its applicable Restricted Subsidiarytime; (v) Permitted Real Property EncumbrancesLiens on foreign assets of any Foreign Subsidiary (other than the Capital Stock of any Foreign Subsidiary owned by a Domestic Subsidiary) to secure Indebtedness permitted pursuant to subsection 7.1(xi); (vi) Liens on acquired arising as a result of progress payments under government contracts to which Company or one of its Subsidiaries is a party; (vii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by the Liens described in clauses (iii) and (iv) above; provided that, such Liens shall apply only to the assets securing Acquired Indebtedness; subject to the existing Lien; (viii) Liens assumed in connection with a Permitted Acquisition and Liens on any assets of any a Person existing that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of such Permitted Acquisition and, in any event, do not in the acquisition aggregate secure Indebtedness in an aggregate principal amount in excess of such acquired assets or acquired Restricted Subsidiary$30,000,000 at any time; or such merger or amalgamation;and (viiix) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (Aa) $500,000,000 50,000,000 outstanding at any time or (Bb) 7.505% of Consolidated Tangible Assets; Assets (ixdetermined as of the end of the immediately preceding Fiscal Quarter) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of such Liens are created. Notwithstanding the applicable Person; and foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (xii) Liens incurred as such term is defined in connection with the issuance of letters of credit permitted under Section 8.4(ii)(yUCC).

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to created and existing under the Collateral DocumentsDocuments in favor of Agent for the benefit of Lenders with respect to (a) the Obligations and (b) any liabilities of Company under any Interest Rate Agreement or Currency Agreement between Company and any Lender that is expressly permitted under subsection 7.4(ii) or 7.4(vi); (iii) Liens described in Schedule 8.2 SCHEDULE 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens arising pursuant (a) to purchase money mortgages or security interests securing Purchase Money Indebtedness permitted by Section 8.1(iiiunder subsection 7.1(iii) and arising from representing the giving, simultaneously with purchase price (or financing of the purchase price within 180 days after the acquisition, construction or improvement respective purchase) of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned other assets acquired by Company, any Borrower Company or any of its Restricted SubsidiariesSubsidiaries (including, without limitation, Liens arising under Capital Leases) or from the acquiring of real property (b) mortgages or tangible personal property not theretofore owned by Companysecurity agreements securing financing incurred to refurbish, renovate or otherwise improve existing assets, PROVIDED, in any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, howeverevent, that in each case (a1) any such Lien is limited Liens attach only to such acquiredthe assets so purchased, constructed refurbished, renovated or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonimproved, and (b2) the principal amount of the Indebtedness secured by any such LienLien is neither greater than 100% nor less than 80% of the purchase price of the assets being purchased or the fair market value at the time such Indebtedness is incurred of the assets being refurbished, together renovated or improved (without duplication) with the principal amount of all other Indebtedness secured by Liens on determined in Company's reasonable judgment so as to give effect to such propertyrefurbishment, shall not exceed the cost (which shall be deemed to includerenovation or improvement), without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryas applicable; (v) Permitted Real Property EncumbrancesLiens existing on specific tangible assets at the time acquired (including by acquisition, merger or consolidation) by Company or any of its Subsidiaries or on assets of a Person at the time such Person first becomes a Subsidiary of Company, PROVIDED that (a) any such Liens were not created at the time of or in contemplation of the acquisition of such assets or Person by Company or any of its Subsidiaries, (b) any such Lien attached only to specific tangible assets of such Person and not assets of such Person generally, and (c) in Company's reasonable judgment the Indebtedness secured by any such Lien does not exceed 100% of the fair market value of the asset to which such Lien attaches, determined at the time of the acquisition of such asset or the time at which such Person first becomes a Subsidiary, as the case may be; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Indebtedness owed to Company or another Restricted a Wholly-Owned Subsidiary of the Company (so long as or a Guarantor PROVIDED such Lien does not attach is junior to any assets Lien existing under the Collateral Documents and PROVIDED FURTHER that the holder of the surviving such secured Indebtedness may not transfer any such secured Indebtedness to any Person other than those assets subject Company or a Wholly-Owned Subsidiary of Company or a Guarantor unless, upon giving effect to such transfer, such Liens prior to such amalgamation or mergerwould be permitted under the provisions of this subsection 7.2 (other than this clause (vi)); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation;and (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACIin an outstanding principal amount, O-I Canada, OIEG, OI Europe, which would not in the aggregate exceed $1,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time; (viii) In addition Liens arising pursuant to Liens the Real Estate Loan or refinancings thereof permitted by the other clauses of this Sectionunder subsection 7.1(vii); PROVIDED, Liens securing Indebtedness or other obligations of Company and that any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) attach only to the extent real property, improvements, fixtures attached to such Lien exists at improvements, and other property securing the time of redesignation Real Estate Loan as of the applicable PersonClosing Date; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y).

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to secure Indebtedness permitted by subsections 7.1(iii) and 7.1(iv); provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired or leased and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, provided, however, that such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation of such acquisition and, in any extensionsevent, refinancings or renewals thereofdo not, for each Permitted Acquisition, secure Indebtedness in excess of the lesser of (a) 50% of the Indebtedness permitted by subsection 7.1(viii) and (b) $15,000,000, provided further, that such Liens may secure Indebtedness in excess of such amount for a period of no more than thirty (i30) days following the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)date of such Permitted Acquisition; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) described in Schedule 7.2 annexed hereto and arising from the giving, simultaneously with any renewals or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price extensions thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness permitted by subsection 7.1 (xvi); provided that such Liens shall apply only to the assets constructed or acquired with the proceeds thereof and the aggregate fair market value of such assets, as reasonably determined by Company’s board of directors, shall not exceed $35,000,000 at the time of incurrence of such Indebtedness; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of Foreign Subsidiaries securing Indebtedness of any Person existing at the time such Person becomes a Restricted Foreign Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach permitted pursuant to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergersubsection 7.1(x); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, in an aggregate amount not to exceed $5,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time outstanding; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and Contingent Obligations with respect to Hedge Agreements entered into with any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible AssetsHedge Counterparty; (ix) Liens securing Receivables Sale Indebtedness; provided Indebtedness or Contingent Obligations with respect to Hedge Agreements of any Subsidiary that such Liens encumber solely is not a Subsidiary Guarantor which Indebtedness or Contingent Obligations, in the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)aggregate, do not exceed $10,000,000 at any time outstanding; (x) Liens on any cash deposits (including, without limitation, xxxxxxx money) in connection with any letter of cash intent or Cash Equivalents securing bona-fide hedging arrangements other agreement in connection with Lenders or Affiliates thereofa transaction otherwise permitted by this Agreement; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) on any Cash Collateral provided pursuant to the extent such Lien exists at the time of redesignation of the applicable Personsubsection 2.11; and (xii) Liens incurred to secure Indebtedness in connection with arrangements for proceeds of notes issued pursuant to a Permitted Refinancing of the issuance Senior Subordinated Notes solely for the purpose of letters of credit permitted under Section 8.4(ii)(ycompleting such Permitted Refinancing. Notwithstanding the foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.10 or the Security Agreement.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize or otherwise consent to the filing of any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or Liens assumed in connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; and provided further, that the aggregate principal amount of Indebtedness secured by such Liens shall at no time exceed $40,000,000; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensionsreplacement Liens securing any replacement of Indebtedness secured, refinancings or renewals thereofas of the Restatement Date, by the Liens described in Schedule 7.2, provided that (i) such replacement Liens shall only apply to the property covered thereby is assets subject, as of the Restatement Date, to the Liens described in Schedule 7.2 and the aggregate principal amount of such replacement Indebtedness shall not changed at any time exceed the Indebtedness secured, as of the Restatement Date, by the Liens described in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Schedule 7.2; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 1,000,000 at the any time of redesignation of the applicable Personoutstanding; and (xiiv) Liens incurred Exclusive Licenses with respect to Intellectual Property granted to third parties in connection accordance with subsection 7.14. Notwithstanding the issuance foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.11 of letters of credit permitted under Section 8.4(ii)(y)the Security Agreement.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents and the Intercompany Collateral Documents; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens securing Purchase Money on any asset existing at the time of acquisition of such asset by Borrower or any Subsidiary thereof, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary thereof or to secure any Indebtedness permitted hereby incurred by Section 8.1(iii) and arising from Borrower or a Subsidiary thereof at the giving, simultaneously time of or with or within 180 ninety days after the acquisitionacquisition of such asset, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title which Indebtedness is retained incurred for the purpose of securing financing all or any part of the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned in each case to the extent permitted by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increasedAgent; provided, however, that in each case (a) such the Lien is limited shall apply only to such the asset so acquired, constructed or improved real or tangible personal property ; and fixed improvements, if any, then existing or thereafter erected thereon, and (b) provided further that the principal amount aggregate of the Indebtedness all amounts secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, $10,000,000 at any Borrower or its applicable Restricted Subsidiarytime; (v) Permitted Real Property EncumbrancesLiens evidencing Capital Leases permitted by subsection 7.1; (vi) Other Liens on acquired assets securing Acquired Indebtedness; and Liens on Indebtedness in an aggregate amount not to exceed $1,000,000 at any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationoutstanding; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Borrower’s South African Subsidiaries securing Indebtedness or other obligations of permitted by subsection 7.1(ix) with respect to such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);South African Subsidiaries; and (viii) In addition to Liens permitted by on the other clauses assets of this Section, Liens securing Indebtedness Borrower or other obligations of Company and any of its Restricted Subsidiaries located in China in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)5,000,000.

Prohibition on Liens. Company and each Borrower Each Credit Agreement Party shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Borrower or a Subsidiary of Company, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary of Company or to secure any Indebtedness permitted hereby incurred by Borrower or a Subsidiary of Company at the time of or with ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of $5,000,000 at any time; (iii) Liens described in Schedule 8.2 annexed hereto and any extensions, refinancings on assets of a Person that becomes a direct or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days indirect Subsidiary of Company after the acquisitiondate of this Agreement, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing exist at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does and are not attach to created in anticipation thereof and, in any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and event, do not in anticipation the aggregate secure Indebtedness in excess of $5,000,000 at any time; and (iv) Liens described on the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationClosing Date Mortgage Policies; (viiv) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);described in Schedule 7.2 annexed hereto; and (viiivi) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 5,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower The Credit Parties shall not, and shall not permit any of its Restricted their respective Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of CompanyBorrower, any Borrower other Credit Party or any of their Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens existing as of the Closing Date and disclosed in SCHEDULE 7.1(III) securing Indebtedness described in Schedule 8.2 annexed hereto subsection 7.1(iii), and any extensions, refinancings or renewals thereof, the refinancing of such Indebtedness; provided that (i) the no such Liens shall encumber any additional property covered thereby is not changed in any material respect, (ii) and the amount of Indebtedness secured thereby by such Liens is not increased and from that existing on the Closing Date (iii) as such Indebtedness may have been permanently reduced subsequent to the direct and contingent obligors with respect thereto are not changed (other than ceasing Closing Date); provided that all Liens securing the Existing Senior Indebtedness shall be terminated on or prior to be obligors);the Initial Funding Date; and (iv) Liens securing Purchase Money to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or any Subsidiary Guarantor or to secure any Indebtedness permitted hereby incurred by Section 8.1(iii) and arising from Borrower or any Subsidiary Guarantor at the giving, simultaneously with time of or within 180 ninety (90) days after the acquisitionacquisition of such asset, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title which Indebtedness is retained incurred for the purpose of securing financing all or any part of the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not, at any time, in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount aggregate secure Indebtedness in excess of the Indebtedness secured by such Lien, together difference of One Million Dollars (without duplication$1,000,000) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, minus the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xvsubsection 7.1(v) to the extent at such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist exist, directly or indirectly, any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 SCHEDULE 7.2 annexed hereto hereto; provided that such Liens shall secure only those obligations secured on the date hereof and any extensions, refinancings or renewals renewals, and replacements thereof that do not increase the outstanding principal amount thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real Any Lien existing on any property or tangible personal property, asset prior to the acquisition thereof by Company or any 153 of its Subsidiaries or existing on any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets asset of any Person existing at that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary Subsidiary, provided that (A) such Lien is not created in contemplation of or is merged in connection with such acquisition or amalgamated with such Person becoming a Subsidiary, (B) such Lien shall not apply to any other property or into the assets of Company or another Restricted Subsidiary any of the Company its Subsidiaries and (so long as C) such Lien does not attach to any assets of shall secure only those obligations that it secures on the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition date of such acquired assets acquisition or acquired Restricted the date such Person becomes a Subsidiary; or such merger or amalgamation, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (viiv) In addition to Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary, provided that (A) such security interests secure Indebtedness permitted by subsection 7.1(v), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 75% (100% of the Indebtedness if in the form of a Capital Lease) of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other clauses of this Section, Liens on the property or assets of Restricted Foreign Subsidiaries securing Indebtedness any Borrower or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);Subsidiary; and (viiivi) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 15,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower Holdings shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 7.2A annexed hereto hereto; provided, however, that all Liens securing Remaining Existing Indebtedness shall have been released and any extensionsHoldings and its Subsidiaries shall have delivered to Administrative Agent all documents or instruments reasonably requested by Administrative Agent to release such Liens on or prior to January 31, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors);1997. (iv) Liens securing Purchase Money Indebtedness permitted pursuant to subsection 7.1(xi) provided that such Liens relate solely to the assets financed with such Indebtedness; (v) any Lien securing Indebtedness permitted by Section 8.1(iiisubsection 7.1(v) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real existing on any property or tangible personal property, asset which is the subject of a Permitted Acquisition; provided that (i) such Lien was not created in contemplation of or in connection with such Permitted Acquisition and (ii) such Lien does not apply to any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real other property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any asset of Borrower or any of its Restricted Subsidiaries; and provided, further, that the aggregate principal amount of Indebtedness secured by such Liens shall not exceed $5,000,000 at any time; (vi) purchase money security interests in real property, improvements thereto or from equipment hereafter acquired (or, in the acquiring case of real property or tangible personal property not theretofore owned improvements, constructed) by Company, any Borrower or any of its Restricted Subsidiaries (including the interests of vendors and lessors under conditional sale and title retention agreements), provided that (a) such security interests secure Indebtedness permitted by Section 7.1(vi), (b) such security interests are created, and the Indebtedness secured thereby is incurred, within 270 days after such acquisition (or construction), (c) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements or equipment at the time of such acquisition (or construction), and (d) such security EXECUTION 102 interests do not encumber any other property or assets of Borrower or any Subsidiary (other than accessions to such real property, improvements or equipment and provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender); (vii) the replacement, extension or renewal of any Lien permitted by clause (v) or (vi) above, provided that such replacement, extension or renewal Lien shall not encumber any property other than the property that was subject to any then-existing such Lien prior to such replacement, extension or renewal; and provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by subsection 7.1; and (whether or not assumedviii) Liens arising by operation of law pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9607(1), or from pursuant to analogous state law, (a) for costs or damages which are not yet due (by virtue of a written demand of payment by a governmental authority), or (b) which are being actively contested in good faith by appropriate proceedings, or (c) on property that Borrower and its Subsidiaries have determined to abandon if the extension, renewal sole recourse for such costs or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor damages is not thereby increasedto such property; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property the liability of Holdings and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) its Subsidiaries with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at matters giving rise to all Liens described in this subsection 7.2A(viii) shall not, in the time reasonable estimation of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Borrower, exceed $1,000,000.

Prohibition on Liens. Company and each Borrower shall not, not and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted securing Capital Leases permitted pursuant to subsection 7.1; provided, however, that the Collateral DocumentsLien shall apply only to the asset so acquired and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and any extensionsLiens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the Effective Date in a Permitted Acquisition, refinancings or renewals thereofprovided, provided however, that (i) such Liens exist at the property covered thereby is time such Person becomes a Subsidiary, apply only to the assets so acquired and the proceeds thereof and are not changed created in anticipation of such acquisition and, in any material respectevent, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing only secure Indebtedness incurred pursuant to be obligorssubsection 7.1(vii); (iv) Liens described in Schedule 7.2 annexed hereto; (v) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereofto be incurred pursuant to subsection 7.1(x) on real property or tangible personal property acquired, constructed or improved the assets so acquired and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as proceeds thereof; provided that the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the original principal amount of the Indebtedness so secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall does not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances;$50,000,000; and (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the greater of foregoing, Company and its Domestic Subsidiaries shall not enter into, or suffer to exist, any control agreements (A) $500,000,000 as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.11 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Security Agreement.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement, or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any state or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 8.2 annexed hereto and securing Indebtedness permitted by subsection 7.1(iii)(c) incurred (a) to finance the acquisition, construction or improvement of any extensions, refinancings or renewals thereoftangible personal property assets, provided that (i1) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to such Liens shall be obligors); (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or created within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonassets, and (b2) the principal amount of the Indebtedness secured by any such LienLiens shall at no time exceed 100%, together and the proceeds of such Indebtedness shall be used to provide not less than 80%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (without duplicationb) with to renew, extend or refinance any Indebtedness described in clause (a), provided that the principal amount of all other any such Indebtedness secured by Liens on such property, shall does not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; provided, that in the case of clause (a) or (b) such Liens attach solely the assets financed with such Indebtedness; 107 (iv) Liens on any asset securing Indebtedness permitted by LiensSection 7.1(iii)(b); provided that (a) the proceeds of such Indebtedness shall be at least equal to 80% of the fair market value (as determined in good faith by the Board of Directors, including existing Liensor any duly authorized committee thereof, on such propertyof Company) of such property to Companyasset and (b) at the time of incurrence of such Indebtedness, any Borrower no Event of Default shall have occurred and be continuing or its applicable Restricted Subsidiarywould result therefrom; (v) Permitted Real Property Encumbrances;Liens on assets held under Capital Leases permitted under subsection 7.1(iii)(a); and (vi) Other Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign its Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 2,500,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower No Loan Party shall, shall notpermit their Subsidiaries to, and or shall not permit any of its Restricted Subsidiaries apply to the Bankruptcy Court for authority to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any its property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted Subsidiaries), whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described existing on the Petition Date that were permitted under the terms of the Prepetition Credit Agreement or which were otherwise approved by the Prepetition Lenders in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) writing prior to the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Petition Date; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii[Reserved] (v) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any [Reserved] (vi) purchase money Lien security interests or Capital Leases of equipment hereafter acquired by a Loan Party (including vendors’ rights the interests of vendors and lessors under purchase contracts under an agreement whereby conditional sale and title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumedretention agreements), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, provided that in each case (a) such Lien security interests secure Indebtedness permitted by subsections 7.1(vi) or (vii), (b) such security interests are created, and the Indebtedness secured thereby is limited incurred, at or prior to such acquiredacquisition, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon(c) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment at the time of such acquisition, and (bd) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all security interests do not encumber any other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company Loan Party (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject accessions to such Liens prior equipment and provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such amalgamation or mergerlender); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation;and (vii) In addition to Liens the replacement, extension or renewal of any Lien permitted by the other clauses of this Sectionclause (vi) above, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens replacement, extension or renewal Lien shall not encumber solely any property other than the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) property that was subject to the extent such Lien exists at prior to such replacement, extension or renewal; and provided, further, that the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted under Section 8.4(ii)(y)by subsection 7.1.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or authorize the filing of, or authorize to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to secure Indebtedness permitted by subsections 7.1(iii) and 7.1(iv); provided, however, that the Lien shall apply only to the Collateral Documentsasset so acquired or leased and proceeds thereof; (iii) Liens described assumed in Schedule 8.2 annexed hereto connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition and, in each case, any extensionsPermitted Refinancing thereof; provided, refinancings or renewals thereofhowever, provided that (i) such Liens exist at the property covered thereby is time such Person becomes a Subsidiary and are not changed created in anticipation of such acquisition and, in any material respectevent, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (do not, for each Permitted Acquisition, extend to any other than ceasing to be obligors)property or assets of such Person; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) described in Schedule 7.2 annexed hereto and arising from the giving, simultaneously with any renewals or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price extensions thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property EncumbrancesReserved; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of Foreign Subsidiaries securing Indebtedness of any Person existing at the time such Person becomes a Restricted Foreign Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach permitted pursuant to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or mergersubsection 7.1(x); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, in an aggregate amount not to exceed $5,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time outstanding; (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and Contingent Obligations with respect to Hedge Agreements entered into with any of its Restricted Subsidiaries Hedge Counterparty in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets5,000,000 at any time outstanding; (ix) Liens securing Receivables Sale Indebtedness; provided Indebtedness or Contingent Obligations with respect to Hedge Agreements of any Subsidiary that such Liens encumber solely is not a Subsidiary Guarantor which Indebtedness or Contingent Obligations, in the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith)aggregate, do not exceed $20,000,000 at any time outstanding; (x) Liens on any cash deposits (including, without limitation, xxxxxxx money) in connection with any letter of cash intent or Cash Equivalents securing bona-fide hedging arrangements other agreement in connection with Lenders or Affiliates thereofa transaction otherwise permitted by this Agreement; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) on any Cash Collateral provided pursuant to the extent such Lien exists at the time terms of redesignation of the applicable Person; andthis Agreement; (xii) Liens incurred on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in connection with the issuance ordinary course of letters business; (xiv) Liens on the proceeds of credit Permitted Refinancing Indebtedness and Permitted Additional Indebtedness which secure such Indebtedness; provided that the Liens shall be outstanding for no longer than forty-five (45) days (or such longer period of time approved by the Administrative Agent (but in any event not to exceed ninety (90) days)); and (xv) Liens arising out of sales and lease-backs permitted under Section 8.4(ii)(y)by subsection 7.10.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their its Restricted Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant on any asset existing at the time of acquisition of such asset by Company or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Restricted Subsidiary or to secure any Indebtedness permitted hereby incurred by Company or a Restricted Subsidiary at the time of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; provided, however, that any such Lien shall apply only to the Collateral Documentsasset so acquired and proceeds thereof and accessions thereto; and provided further, that the aggregate principal amount of all Indebtedness secured by such Liens and all Indebtedness in respect of Capital Leases permitted by subsection 7.1(iii) does not exceed $20,000,000 at any time outstanding; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensionsLien granted as a replacement or substitute therefor, refinancings or renewals thereof, provided that (i) so long as such Lien covers the same property covered thereby as is not changed secured by the Lien described in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)Schedule 7.2; (iv) Other Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of other obligations in an aggregate amount not to exceed $10,000,000 at any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiarytime outstanding; (v) Permitted Real Property EncumbrancesLiens securing Indebtedness refinancing or renewing the Indebtedness secured by Liens described in clauses (ii) and (iii) of this subsection 7.2A; provided that such Liens encumber the same or substantially the same property encumbered by the original Liens (including after-acquired property to the extent that the Liens securing the Indebtedness being refinanced or renewed extended to after-acquired property) and no other property and the principal or commitment amount of Indebtedness secured thereby does not increase; (vi) Liens on acquired assets securing Acquired Indebtedness; and Permitted First Lien Notes or Permitted Second Lien Notes described in subsection 7.1(i)(b); (vii) Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company securing Indebtedness permitted pursuant to (a) subsection 7.1(vi)(a) so long as such Lien does not attach extend to any assets of the surviving Person property other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition property of such acquired assets Person or acquired Restricted Subsidiary(b) subsection 7.1(vi)(b) or subsection 7.1(x); or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower);and (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company Foreign Subsidiaries permitted pursuant to subsection 7.1 and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber extending solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent assets of such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Foreign Subsidiaries.

Prohibition on Liens. Company and each Borrower Holdings shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Holdings or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of the Collateral Agent for the benefit of the Lenders and/or the lenders under the AXEL Credit Agreement securing Loan Parties’ obligations under this Agreement, the AXEL Credit Agreement and/or under Interest Rate Agreements with any such Lenders and/or lenders or their respective affiliates; provided that such Liens for the benefit of the lenders under the AXEL Credit Agreement shall at all times secure the Obligations; (iii) Liens described arising in Schedule 8.2 annexed hereto and any extensions, refinancings or renewals thereof, connection with Capital Leases permitted under subsection 7.1(iii)(a); provided that (i) the property covered thereby is not changed in no such Lien shall extend to or cover any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (Collateral or assets other than ceasing the assets subject to be obligors)such Capital Leases; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iiisubsections 7.1(iii)(b) and arising from incurred (a) to finance the givingacquisition, simultaneously with construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the ordinary course of business; provided that (1) such Liens shall be created within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonassets, and (b2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such LienLien against any Person other than the borrower of such Indebtedness for the payment of principal, together interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (without duplication3) with the principal amount of all other financial covenants under any Indebtedness secured by such Liens on such propertyare, shall not exceed the cost (which shall be deemed to includein each case, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiaryno more restrictive than those set forth in this Agreement; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any real property or personal property assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Foreign Subsidiaries of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition Holdings securing Indebtedness of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any Indebtedness of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrowertype permitted to be incurred pursuant to subsection 7.1(v);) permitted under this Agreement; and (viiivi) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 5,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents, including Liens securing payment of any Hedging Obligations owed to any Person that, at the time such Hedging Obligation was contracted for, was a Lender or an Affiliate of any Lender; (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any Liens securing extensions, refinancings renewals or renewals thereofreplacements of the Indebtedness or other obligations which such identified Liens secure; PROVIDED that no such extension, provided that (i) renewal or replacement shall increase the property covered thereby is not changed in any material respect, (ii) the amount obligations secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing by such Lien or extend such Lien to be obligors)additional assets; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from pursuant to subsection 7.1(iii); provided that the giving, simultaneously with principal amount of such Indebtedness does not exceed at the time of acquisition or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any leasing of the foregoing Liens related asset the fair market value of the asset so long as the aggregate principal amount thereof acquired or leased and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited solely to such acquired, constructed the asset so acquired or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) leased in connection with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) incurrence of such property to Company, any Borrower or its applicable Restricted SubsidiaryIndebtedness; (v) Permitted Real Property EncumbrancesLiens on the assets of any Foreign Subsidiary securing the repayment of the Indebtedness permitted pursuant to subsection 7.1(iv)(ii), 7.1(vii) or 7.1(ix); (vi) Liens on acquired assets securing Acquired Indebtedness; and in the nature of trustees' Liens on granted pursuant to any assets of indenture governing any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary Indebtedness permitted by Section 7.1, in each case in favor of the trustee 106 under such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (vii) Liens of sellers of goods to Company and any of its Subsidiaries arising solely under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (so long as viii) Liens securing Assumed Indebtedness of Company and its Subsidiaries permitted pursuant to Section 7.1(viii), provided, however, that (i) any such Lien does Liens attach only to the property of the Subsidiary acquired, or the property acquired, in connection with such Assumed Indebtedness and shall not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation Company or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of its Subsidiaries theretofore existing and (ii) the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the Assumed Indebtedness and other clauses of this Section, Liens securing secured Indebtedness or other obligations of Company and its Subsidiaries secured by any of its Restricted Subsidiaries in an aggregate principal amount such Lien shall not to exceed the greater of (A) $500,000,000 or (B) 7.50100% of Consolidated Tangible Assetsthe fair market value of the assets being acquired in connection with such Assumed Indebtedness; (ix) Liens securing Receivables Sale Indebtednessreimbursement obligations in respect of trade letters of credit, which Liens are limited to the goods purchased with, or whose purchase was supported by, such letters of credit; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith);and (x) Other Liens on deposits securing Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of cash any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents securing bona-fide hedging arrangements or the creation, incurrence, assumption or existence of any Lien on or with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)any Margin Stock.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file, or cause or cooperate with any other Person in filing any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral DocumentsPledge Agreements; (iii) Liens described in Schedule 8.2 7.2 annexed hereto hereto; provided, that such Liens shall secure only those obligations it secures on the date hereof and any extensions, refinancings or renewals renewals, and replacement thereof that do not increase the outstanding principal amount thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors); (iv) Liens securing Purchase Money Indebtedness permitted Any Lien existing on any property or asset prior to the acquisition thereof by Section 8.1(iii) and arising from the giving, simultaneously with Company or within 180 days any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the acquisitiondate hereof prior to the time such Person becomes a Subsidiary, construction provided that (A) such Lien is not created in contemplation of or improvement of real in connection with such acquisition or such Person becoming a Subsidiary, (B) such Lien shall not apply to any other property or tangible personal propertyassets of Company or any Subsidiary and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, of any purchase money Lien as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereofv) Liens on real property fixed or tangible personal property capital assets acquired, constructed or improved and not theretofore owned by Company, any Borrower Company or any of its Restricted SubsidiariesSubsidiary, or from provided that (A) such security interests secure Indebtedness permitted by subsection 7.1, (B) such security interests and the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any thereby are incurred prior to or within 90 days after such acquisition or the completion of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; providedsuch construction or improvement, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (bC) the principal amount Indebtedness secured thereby does not exceed 80% (100% of the Indebtedness secured by if in the form of a Capital Lease) of the cost of acquiring, constructing or improving such Lien, together fixed or capital assets and (without duplicationD) with the principal amount of all other Indebtedness secured by Liens on such property, security interests shall not exceed the cost (which shall be deemed apply to include, without duplication, the amount any other property or assets of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, Company or any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrances; (vi) Liens on acquired assets securing Acquired Indebtednessarising in connection with Sale and Leaseback Transactions permitted by subsection 7.7; and Liens on any assets of any Person existing at the time such Person becomes a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation;and (vii) In addition to Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Other Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv) to the extent such Lien exists 75,000,000 at the any time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)outstanding.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower Company or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, except: (i) Permitted Encumbrances, provided that nothing in this Agreement shall be construed as postponing or subordinating the Liens of the Collateral Documents to any such Permitted Encumbrance; (ii) Liens granted pursuant to the Collateral Documentsdescribed in Schedule 9.2 annexed hereto; (iii) other Liens described securing obligations in Schedule 8.2 annexed hereto and an aggregate amount not to exceed Cdn.$5,000,000 at any extensions, refinancings or renewals thereoftime outstanding, provided that in the case of Liens securing the Bonding Program, to the extent that such obligations are also secured or supported by a Letter of Credit (ior cash, to the extent permitted by subclause (iv) below), the property covered thereby is face amount of such Letter of Credit (or the cash amount, as applicable) shall not changed in any material respect, (ii) count against the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)$5,000,000; (iv) Liens securing Purchase Money Indebtedness permitted by Section 8.1(iii) and arising from the giving, simultaneously with or within 180 days after the acquisition, construction or improvement of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained on cash as security for the purpose of securing the purchase price thereof) on real property or tangible personal property acquiredBonding Program in an amount not to exceed Cdn.$30,000,000, constructed or improved and not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries, or from the acquiring of real property or tangible personal property not theretofore owned by Company, any Borrower or any of its Restricted Subsidiaries subject to any then-existing Lien (whether or not assumed), or from the extension, renewal or replacement of any Indebtedness secured by any of the foregoing Liens so long as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case but only if (a) at the time such Lien Liens are granted, there is limited no Fronting Bank, and there is no other Revolving Lender or Revolving Lenders satisfactory to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereonthe providor(s) of the Bonding Program that have agreed to provide all Letters of Credit to serve as security therefor, and (b) after giving effect to the principal granting of such Liens, the sum of the amount of cash subject to such Liens plus the Indebtedness secured by such Lien, together (without duplication) with the principal amount Letters of all other Indebtedness secured by Liens on such property, Credit Usage shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary;Cdn.$30,000,000; and (v) Permitted Real Property Encumbrances; (vi) Second Priority Liens on acquired assets the Collateral securing Acquired Indebtedness; Indebtedness permitted under subsection 9.1(vii) which Liens are subordinated pursuant to the Intercreditor Agreement. Company shall not, and Liens on shall not permit any assets of its Subsidiaries to, permit to remain in effect for more than 30 days after it becomes aware of the same, any financing statement or other similar registration with respect to any property, asset, income or profits of any Person existing at the time such Person becomes a Restricted Subsidiary Loan Party under any security recording or is merged or amalgamated with or into the Company or another Restricted Subsidiary of the Company (so long as such Lien does not attach to any assets of the surviving Person other than those assets subject to such Liens prior to such amalgamation or merger); provided that such Liens were created prior to and not in anticipation of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamation; (vii) In addition to notice statute, except for Liens permitted by the other clauses of this Sectionsubsection 9.2, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness and filings or other obligations of such Restricted Foreign Subsidiaries (other than ACI, O-I Canada, OIEG, OI Europe, any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower); (viii) In addition to Liens permitted by the other clauses of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets; (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens registrations in respect of Indebtedness permitted under Section 8.1(xv) interests that do not relate to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Liens.

Prohibition on Liens. Company and each Borrower shall not, and shall not permit any of its Restricted Subsidiaries to to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Company, any Borrower or any of their Restricted its Subsidiaries, whether now owned or hereafter acquired acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to created and existing under the Collateral DocumentsDocuments in favor of Agent for the benefit of Lenders with respect to (a) the Obligations and (b) any liabilities of Borrower under any Swap Contract between Borrower and any Lender that is expressly permitted under Section 7.4(ii); (iii) Liens described in Schedule 8.2 7.2 annexed hereto and any extensions, refinancings or renewals thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured thereby is not increased and (iii) the direct and contingent obligors with respect thereto are not changed (other than ceasing to be obligors)hereto; (iv) Liens arising pursuant (a) to purchase money mortgages or security interests securing Purchase Money Indebtedness permitted by under Section 8.1(iii7.1(iii) and arising from representing the giving, simultaneously with purchase price (or financing of the purchase price within 180 days after the acquisition, construction or improvement respective purchase) of real property or tangible personal property, of any purchase money Lien (including vendors’ rights under purchase contracts under an agreement whereby title is retained for the purpose of securing the purchase price thereof) on real property or tangible personal property acquired, constructed or improved and not theretofore owned other assets acquired by Company, any Borrower or any of its Restricted SubsidiariesSubsidiaries (including, without limitation, Liens arising under Capital Leases) or from (b) mortgages or security agreements securing financing incurred to refurbish, renovate or otherwise improve existing assets, provided, in any event, that (1) any such Liens attach only to the acquiring assets so purchased, refurbished, renovated or improved, and (2) the principal amount of real property Indebtedness secured by any such Lien is neither greater than 100% nor less than 80% of the purchase price of the assets being purchased or the fair market value at the time such Indebtedness is incurred of the assets being refurbished, renovated or improved (determined in Borrower's reasonable judgment so as to give effect to such refurbishment, renovation or improvement), as applicable; (v) Liens existing on specific tangible personal property not theretofore owned assets at the time acquired (including by Companyacquisition, any merger or consolidation) by Borrower or any of its Restricted Subsidiaries subject or on assets of a Person at the time such Person first becomes a Subsidiary of Borrower, provided that (a) any such Liens were not created at the time of or in contemplation of the acquisition of such assets or Person by Borrower or any of its Subsidiaries, (b) any such Lien attached only to any then-existing Lien specific tangible assets of such Person and not assets of such Person generally, and (whether or not assumed), or from c) in Borrower's reasonable judgment the extension, renewal or replacement of any Indebtedness secured by any such Lien does not exceed 100% of the foregoing Liens so long fair market value of the asset to which such Lien attaches, determined at the time of the acquisition of such asset or the time at which such Person first becomes a Subsidiary, as the aggregate principal amount thereof and the security therefor is not thereby increased; provided, however, that in each case (a) such Lien is limited to such acquired, constructed or improved real or tangible personal property and fixed improvements, if any, then existing or thereafter erected thereon, and (b) the principal amount of the Indebtedness secured by such Lien, together (without duplication) with the principal amount of all other Indebtedness secured by Liens on such property, shall not exceed the cost (which shall be deemed to include, without duplication, the amount of Indebtedness secured by Liens, including existing Liens, on such property) of such property to Company, any Borrower or its applicable Restricted Subsidiary; (v) Permitted Real Property Encumbrancesmay be; (vi) Liens on acquired assets securing Acquired Indebtedness; and Liens on any assets of any Person existing at the time such Person becomes Indebtedness owed to Borrower or a Restricted Subsidiary or is merged or amalgamated with or into the Company or another Restricted Wholly-Owned Subsidiary of the Company (so long as Borrower or a Guarantor provided such Lien does not attach is junior to any assets Lien existing under the Collateral Documents and provided further that the holder of the surviving such secured Indebtedness may not transfer any such secured Indebtedness to any Person other than those assets subject Borrower or a Wholly-Owned Subsidiary of Borrower or a Guarantor unless, upon giving effect to such Liens prior to such amalgamation or merger); provided that transfer, such Liens were created prior to and not in anticipation would be permitted under the provisions of the acquisition of such acquired assets or acquired Restricted Subsidiary; or such merger or amalgamationthis Section 7.2 (other than this clause (vi)); (vii) In addition to Other Liens permitted by the other clauses of this Section, Liens on the assets of Restricted Foreign Subsidiaries securing Indebtedness or other obligations of such Restricted Foreign Subsidiaries (other than ACIin an outstanding principal amount, O-I Canada, OIEG, OI Europe, which would not in the aggregate exceed $1,000,000 at any of the Offshore Guarantors and/or, as applicable, an Additional Foreign Subsidiary Borrower)time; (viii) In addition Liens arising pursuant to the Real Estate Loan or refinancings thereof permitted under Section 7.1(vii); provided, that any such Liens permitted by attach only to the real property, improvements, fixtures attached to such improvements, and other clauses property securing the Real Estate Loan as of this Section, Liens securing Indebtedness or other obligations of Company and any of its Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (A) $500,000,000 or (B) 7.50% of Consolidated Tangible Assets;Closing Date; and (ix) Liens securing Receivables Sale Indebtedness; provided that such Liens encumber solely the receivables so sold and customary related assets (including cash reserves and deposit accounts established in connection therewith); (x) Liens on deposits of cash or Cash Equivalents securing bona-fide hedging arrangements with Lenders or Affiliates thereof; (xi) Liens in respect of Indebtedness permitted under Section 8.1(xv7.1(viii). Notwithstanding the foregoing, clauses (i) through (ix) above shall not apply to the extent such Lien exists at the time of redesignation of the applicable Person; and (xii) Liens incurred in connection with the issuance of letters of credit permitted under Section 8.4(ii)(y)Oakley Denmark and Oakley Holding.