Common use of Liens, Etc Clause in Contracts

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each The Borrower shall not, nor shall it permit any Subsidiary of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date (after giving effect to the Transactions) and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb) or (d) above, clauses (h) or (j) below or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases orto the extent such operating leases are permitted hereunder and, to the extent such transactions create a Lien thereunderLien, sale and leaseback transactionstransactions permitted by Section 8.4(f) (Asset Sales); (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, in each case to however, that the extent aggregate outstanding amount of all such operating leases or sale obligations and leaseback transactions are permitted hereunderliabilities shall not exceed $10,000,000 at any time; (h) Liens not otherwise securing Indebtedness permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review8.1(k) (Indebtedness); provided it shall have set aside that (i) such Liens were not created in contemplation of such Permitted Acquisitions and (ii) such Liens are purchase money Liens granted by the Proposed Acquisition Target or its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens on any property of Proposed Acquisition Target or its books adequate reserves, Subsidiaries) and limited in accordance each case to the property purchased with Agreement Accounting Principles, with respect the proceeds of such purchase money Indebtedness or subject to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultCapital Lease; (i) Liens on any bills securing judgments that do not constitute an Event of ladingDefault (or securing bonds that secure such judgments) that do not exceed, airway billsin the aggregate, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;$10,000,000; and (j) Liens in favor of U.S. government agencies securing Indebtedness incurred permitted under Section 8.1(j8.1(m) (Indebtedness); provided provided, however, that such Liens shall only encumber Insurance Assets that relate directly be limited to assets and property developed or acquired with the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timesuch Indebtedness.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Consolidated Subsidiaries to, create at any time create, incur, assume or suffer to exist, exist any Lien upon or with respect to on any of its properties property or assets, whether tangible or intangible, now owned or hereafter acquired, or assign agree or become liable to do so or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive incomeincome (unless it makes, except foror causes to be made, effective provisions whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to a written agreement satisfactory to the Required Lenders), other than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens options or rights granted by to the customers of any Project Mining Subsidiary to acquire the equity interests of such Project Mining Subsidiary in connection with the mining or lignite sales agreement relating to such Project Mining Subsidiary; (iii) restrictions on the transferability of the equity interests and certain assets of any Project Mining Subsidiary without the consent of the customers of such Project Mining Subsidiary; (iv) options or rights granted to (A) the customer of any Project Mining Subsidiary to acquire the equity interests of such Project Mining Subsidiary and/or certain assets of such Project Mining Subsidiary and (B) the Borrower to transfer to the customer of any Project Mining Subsidiary the equity interests and/or certain assets of such Project Mining Subsidiary, in each case in connection with the termination, if any, of the mining or lignite sales agreement relating to such Project Mining Subsidiary; (v) rights of any customer of the Borrower or any Subsidiary to acquire, or rights of the Borrower or such Subsidiary to transfer to such customer, certain assets or other property of the Borrower (other than property that constitutes the equity interests of a Warnaco Entity Subsidiary) or such Subsidiary and used solely in the conduct of the business of the Borrower or such Subsidiary with such customer, to the extent that such rights are exercisable in connection with a mining agreement or sales agreement; (including the vi) any interest or title of a lessor under a Capital Lease any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and purchase money Liens to which any property is subject at covering only the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leaseassets so leased; (fvii) any Lien securing legal or equitable encumbrances deemed to exist by reason of the renewal, extension, refinancing or refunding existence of any Indebtedness secured by any Lien permitted by clause (c) litigation or (e) other legal proceeding or arising out of this Section 8.2 as long as such Lien does not cover any assets not subject a judgment or award with respect to the Lien securing the Indebtedness which an appeal is being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases orprosecuted, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsthe amount thereof (in excess of applicable insurance coverage) does not exceed, in each case the aggregate, $10,000,000, but only so long as such legal or equitable encumbrances (A) are being actively contested in good faith by appropriate proceedings or (B) are paid or otherwise discharged within ten (10) days after an Authorized Officer obtains knowledge thereof; (viii) environmental Liens with respect to liabilities in an aggregate amount (in excess of applicable insurance coverage) not exceeding $1,000,000 (A) to the extent such operating leases liabilities are not yet due or sale and leaseback transactions which are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall being contested in good faith be prosecuting an appeal or by appropriate proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment which appropriate reserves have been established or award and; provided, further, that any such judgment shall not give rise to (B) which are released or otherwise discharged within ten (10) days after an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000Authorized Officer obtains knowledge thereof; and (kix) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any arising pursuant to Section 412(n) of the foregoingInternal Revenue Code or ERISA Section 4068(a) not otherwise permitted under this Section 8.2, securing obligations in an amount not with respect to exceed $20,000,000 liabilities in an aggregate amount outstanding at any timenot exceeding $1,000,000 if (A) the defaulted payments to which such Liens relate are made within ten days after an Authorized Officer obtains knowledge of such defaulted payments and such Liens are released as promptly as practicable thereafter or (B) the obligation to make such payments is being contested in good faith by appropriate proceedings and with respect to which appropriate reserves have been established.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan DocumentsDocuments and the U.S. Facility; (b) Liens granted by a Foreign Subsidiary of Group (other than a Canadian Loan Party) securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary (other than a Canadian Loan Party) and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000the U.S. Dollar Equivalent of U.S.$15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 the U.S. Dollar Equivalent of U.S.$20,000,000 in an aggregate (U.S.$10,000,000 in the aggregate for the Canadian Loan Parties) amount outstanding at any time.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Effective Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred, exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the Unless consented to in writing by Lender, no Borrower will notshall, and will not no Borrower shall permit any of its respective Relevant Subsidiaries to, create create, assume, incur, or suffer to exist, exist any Lien upon on or with in respect to of any of its properties or assetsProperty, whether now owned or hereafter acquired, or assign any right to receive incomeproceeds therefrom, except forthat Borrowers and each of their respective Relevant Subsidiaries may create, incur, assume, or suffer to exist: (a) Liens created pursuant to granted under a Loan Document and securing the Loan DocumentsTotal Obligations; (b) Liens granted securing Capital Leases; provided, that the Debt secured by a Foreign Subsidiary of Group securing such Liens (i) does not exceed $500,000 in the Indebtedness permitted under Section 8.1(g), which Liens aggregate for the avoidance Borrowers and their respective Relevant Subsidiaries at any one time outstanding, (ii) is secured only by the Property leased under such Capital Leases and not any other Property of doubt shall any Borrower or any of its Relevant Subsidiaries, and (iii) the principal amount of such Debt is not secure any Indebtedness under this Agreement;increased. (c) Liens existing on securing equipment leases in the Closing Date ordinary course of business; provided that the Debt secured by such Liens does not exceed $500,000 in the aggregate for the Borrowers and disclosed on Schedule 8.2 (Existing Liens)their respective Relevant Subsidiaries at any one time outstanding and is secured only by the equipment leased under such leases and not any other Property of any Borrower or any of its Relevant Subsidiaries; (d) Customary Permitted LiensLiens for Taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings; provided that such reserve as may be required by GAAP shall have been made therefor; (e) Liens or preferential purchase money rights, rights of first refusal and similar rights in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, contractors, laborers, employees, operators, landlords, construction, or similar Liens granted arising by a Warnaco Entity (including operation of law in the interest ordinary course of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings if such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leasereserve as may be required by GAAP shall have been made therefor; (f) any Lien securing Liens to operators and non-operators under joint operating agreements, unitization and pooling agreements arising in the renewal, extension, refinancing or refunding ordinary course of the business of any Indebtedness secured Borrower or any of its Relevant Subsidiaries to secure amounts owing, which amounts are not yet due or are being contested in good faith by any Lien permitted appropriate proceedings; if such reserve as may be required by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedGAAP shall have been made therefor; (g) Liens or trusts arising in favor the ordinary course of lessors securing operating leases orbusiness out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases secure public or sale and leaseback transactions are permitted hereunderstatutory obligations of Borrowers; (h) Liens not otherwise permitted under this Section 8.2easements, rights-of-way, covenants, liens, servitudes, rights, surface leases, restrictions, and other than similar encumbrances, and minor defects in favor the chain of title that are customarily accepted in the PBGCoil and gas financing industry, arising out of judgments or awards including in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal surface operations or proceedings for review and in respect pipelines or power lines, none of which it shall have secured a subsisting stay materially interfere with the ordinary conduct of execution pending such appeal the business of any Borrower or proceedings for review; provided it shall have set aside on any of its books adequate reserves, in accordance with Agreement Accounting Principles, with respect Relevant Subsidiaries or materially detract from the value or use of the Property to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultwhich they apply; (i) Liens on rights reserved to or vested in any bills Governmental Authority to control or regulate any Property of ladingany Borrower or any of its Relevant Subsidiaries, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect or to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesuse such Property; (j) Liens under production sales agreements, division orders, operating agreements and other agreements customary in the oil and gas business for processing, producing, and selling Hydrocarbons securing Indebtedness incurred under Section 8.1(j); obligations not constituting Debt and provided that such Liens do not secure obligations to deliver Hydrocarbons at some future date without receiving full payment therefor within ninety (90) days of delivery; provided, that Liens described in clauses (b) through (j) above shall only encumber Insurance Assets that relate directly not constitute Permitted Liens upon the initiation of any foreclosure proceedings with regard to the Indebtedness Property encumbered by such assets Liens and; provided further, no intention to subordinate the first priority Lien granted in favor of Lender is hereby implied or expressed or is to be inferred by the permitted existence of such Permitted Liens; (k) Liens securing the purchase price of Property, including vehicles and equipment, acquired by any Borrower or any of its Relevant Subsidiaries in the ordinary course of business (including Liens existing under conditional sale or title retention contracts), provided that such Liens cover only the acquired Property and the aggregate unpaid purchase price as to the Borrowers and their respective Relevant Subsidiaries secured by such Liens does not exceed $500,000; (l) Liens that are permitted by an Intercreditor Agreement that secure the payment of obligations relating to Acceptable Hydrocarbon Hedge Agreements meeting the requirements of Section 6.15; (m) royalties and any overriding royalties, net profit interests, free gas arrangements, production payments, reversionary interests and other similar burdens on production applicable to any Property of any Borrower provided, such items do not increase the working interest of any Borrower or reduce the net revenue interest of any Borrower in the Borrowing Base Oil and Gas Properties from those reflected on Exhibit A attached hereto; (n) all unit agreements, pooling agreements, operating agreements, farmout agreements, hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to any Property of any Borrower provided, such items do not increase the working interest of any Borrower or reduce the net revenue interest of any Borrower in the Borrowing Base Oil and Gas Properties from those reflected on Exhibit A attached hereto; (o) conventional rights of reassignment arising upon final intention to abandon or release any Property of any Borrower; (p) calls on production under existing contracts that have provide that the holder of such call on production must pay an aggregate value not index-based or current market price for any production purchased by virtue of such call on production; (q) limitations (including drilling and operating limitations) imposed on any Oil and Gas Property of any Borrower or any of its Relevant Subsidiaries by reason of the rights of subsurface owners or operators in excess of $15,000,000a common property; (r) Liens set forth on Schedule 6.01; (s) Liens securing insurance premium financing arrangements to the extent permitted by Section 6.02, provided that such Liens are limited to the applicable insurance contracts; and (kt) any other Liens (not covering any InventoryLiens, Accounts defects or other Receivables irregularities which do not, individually or in the aggregate, materially detract from the value of or materially interfere with the ordinary course of the business of any Loan Party Borrower or proceeds any of its Relevant Subsidiaries or the use or ownership of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timesuch Property subject thereto or affected thereby (as currently used or owned).

Liens, Etc. Each of Group and the Borrower IMS Health will not, and nor will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien upon any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date date hereof, which are reflected in the balance sheet referred to in Section 8(a)(i) hereof or the footnotes thereto; and disclosed on Schedule 8.2 renewals, extensions and continuations thereof, provided that such renewals, extensions and continuations shall not (Existing Liens)A) increase the amount of Indebtedness secured thereby, or (B) extend the coverage thereof beyond the original coverage of such Lien; (dii) Customary Permitted LiensLiens for taxes, assessments or other governmental charges not yet delinquent or being contested in good faith and by appropriate proceedings; Liens in connection with workers’ compensation, unemployment insurance or other social security obligations; Liens securing the performance of bids, tenders, contracts, surety and appeal bonds; Liens to secure progress or partial payments and other Liens of like nature arising in the ordinary course of business; mechanics’, workmen’s, materialmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; and other Liens arising in the ordinary course of business and incidental to the conduct of the business of IMS Health or such Subsidiary or to the ownership of its properties or assets, which were not incurred in connection with the borrowing of money and which do not materially detract from the value of its properties or assets or materially affect the use thereof in the operation of its business; (eiii) purchase money Liens granted in respect of judgments and awards to the extent that such judgments or awards are being contested in good faith and adequate insurance or appropriate reserves are maintained with respect thereto on the books of IMS Health to the extent required by a Warnaco Entity GAAP and so long as execution is not levied thereunder; (including iv) Liens on property acquired after the interest of a lessor under a Capital Lease date hereof which Liens existed when such property was acquired, and purchase money Liens to which any property is subject at the time extensions and renewals of such Warnaco Entity’s acquisition thereof Liens; provided that no such extension or promptly thereafter) securing renewal shall increase the aggregate amount of Indebtedness permitted under Section 8.1(e) and limited in each case secured thereby, nor add to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLien; (fv) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens asset securing Indebtedness incurred under Section 8.1(j)or assumed for the purpose of financing all or any part of the cost of acquiring or improving such asset; provided that such Lien attaches to such asset concurrently with or within 120 days after the acquisition or completion of the improvement thereof; (vi) other Liens incurred by IMS Health in the ordinary course of its business, provided that the aggregate amount of Indebtedness secured by all Liens permitted by this clause (vi) shall only encumber Insurance Assets that relate directly to not exceed $20,000,000 in the Indebtedness such assets secure and that have an aggregate value aggregate; (vii) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of title which do not in excess the aggregate materially detract from the value of $15,000,000its property or assets or materially impair the use thereof in the operations, business or prospects of IMS Health or its Subsidiaries; (viii) Liens on the property or assets of any Subsidiary in favor of IMS Health or any wholly owned Subsidiary; and (kix) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeon Unrestricted Margin Stock.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $100,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Leasereplaced; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers’, sale warehousemen’s, mechanics’, materialmen’s, vendors’ and leaseback transactionslandlords’ liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Advances shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Advances are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Advances have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and the Borrower Panhandle Eastern will not, and will not permit any of its respective Subsidiaries to, create create, incur, assume or suffer to exist, exist any Lien upon on or with respect to any of its properties Property, or assetssign or file or suffer to exist, whether now owned under the Uniform Commercial Code of any jurisdiction, a financing statement that names Panhandle Eastern or hereafter acquiredany of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, except forexcept: (a) Permitted Liens created pursuant to the Loan Documentsfor Panhandle Eastern and its Subsidiaries; (b) Liens granted existing on the date hereof and any replacement, extension or renewal of the indebtedness secured by a Foreign Subsidiary such Lien, provided that the amount of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall Debt or other obligations secured thereby is not secure increased and is not secured by any Indebtedness under this Agreement;additional assets; and (c) Liens existing on arising in connection with Capitalized Leases; provided that no such Lien shall extend to or cover any assets other than the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (dassets subject to such Capitalized Leases) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens upon or in real property, equipment or other fixed or capital assets acquired or held by Panhandle Eastern or any of its Subsidiaries to which secure the purchase price of such property, equipment or other fixed or capital assets or to secure Debt incurred for the purpose of financing the acquisition, construction or improvement of any property is subject such property, equipment or other fixed or capital assets, or Liens existing on any such property, equipment or other fixed or capital assets at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount (provided that no such Warnaco Entity’s acquisition thereof Lien shall extend to or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) cover any property other than the property, equipment or other fixed or capital assets being acquired, constructed or improved, and limited in each case no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the property purchased with Lien being extended, renewed or replaced); provided that the proceeds aggregate principal amount of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness Debt secured by any Lien Liens permitted by this clause (c) or (e) of this Section 8.2 as long as such Lien does shall not cover exceed $50,000,000 at any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andtime outstanding; provided, furtherhowever, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts Panhandle Eastern or other Receivables of any Loan Party or proceeds of any of its Subsidiaries may create or assume any other Lien securing Debt if, after giving effect to such Debt, the foregoing) Priority Obligations Amount does not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time10% of the Consolidated Net Tangible Assets.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred, exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the Borrower will notshall not create or allow to be created, and will not or permit any of its respective Subsidiaries to, subsidiaries to create or suffer allow to existbe created, any Lien lien, mortgage, pledge, security interest or other encumbrance (collectively "Liens"), upon or with respect to (i) any of its properties or assetsthe Pre-Approval Collateral (as defined in the Security Agreement) until such time as the Pre-Approval Commitment has been terminated and all obligation of Borrower under the Loan Documents with respect to Pre-Approval Advances have been irrevocably paid and satisfied in full and (ii) any of the First Year Sales Collateral (as defined in the Security Agreement) until such time as the First Year Sales Commitment has been terminated and all obligations of Borrower under the Loan Documents with respect to First Year Sales Advances have been irrevocably paid and satisfied in full. Notwithstanding the preceding sentence, whether now owned or hereafter acquiredBorrower may create Liens upon such Collateral securing indebtedness which is junior and subordinate in right of payment to Borrower's obligations to Lender under the Loan Documents ("Junior Liens") so long as, or assign any right prior to receive incomethe creation of such Junior Liens, except for: Lender has consented in writing to such Junior Liens (asuch consent not to be unreasonably withheld) and Lender and the holder of such Junior Liens created pursuant have entered into a subordination agreement in form and substance reasonably satisfactory to the Lender providing for the subordination of the indebtedness secured by the Junior Liens to the obligations of Borrower under the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the Borrower will notCreate incur, and will not permit any of its respective Subsidiaries to, create assume or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsassets (including the stock of its Subsidiaries), whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 Date; (Existing Liensii) Liens created by the First Mortgage Indentures, so long as by the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of an Unmatured Default or Event of Default hereunder; provided, however, that the aggregate principal amount of securities issued by NGC under its First Mortgage Indenture shall in no event exceed (i) $320,000,000 plus (ii) the aggregate principal amount of such additional securities as may be issued to finance the costs of acquiring or constructing assets hereafter acquired or constructed (or to refinance such costs within 180 days of the incurrence thereof); (diii) Customary with respect to such Principal Subsidiary, “Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including ” or “Permitted Encumbrances” under the interest of a lessor under a Capital Lease and purchase money Liens First Mortgage Indenture to which any property such Principal Subsidiary is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsparty, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderLiens do not secure Debt of such Principal Subsidiary; (hiv) any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Principal Subsidiary and any Lien on any assets existing at the time of acquisition thereof by the Borrower or such Principal Subsidiary or created within 180 days from the date of completion of such acquisition or construction; provided that, such Lien shall at all times be confined solely to the assets so acquired or constructed and any additions thereto; (v) any existing Liens on assets now owned by the Borrower or any Principal Subsidiary and Liens existing on assets of a corporation or other going concern when it is merged into or with the Borrower or such Principal Subsidiary or when substantially all of its assets are acquired by the Borrower or such Principal Subsidiary; provided that such Liens shall at all times be confined solely to such assets, or if such assets constitute a utility system, additions to or substitutions for such assets; (vi) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall resulting from legal proceedings being contested in good faith be prosecuting an appeal by appropriate legal or administrative proceedings for review by the Borrower or any Principal Subsidiary, and in respect of as to which it shall have secured the Borrower or such Principal Subsidiary, to the extent required by generally accepted accounting principles applied on a subsisting stay of execution pending such appeal or proceedings for review; provided it consistent basis, shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivii) Liens on any bills created in favor of lading, airway bills, receipts and the other applicable documents of title (and inventory and goods covered thereby) delivered contracting party in connection with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesadvance or progress payments; (jviii) any Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables favor of any Loan Party state of the United States or proceeds any political subdivision of any such state, or any agency of any such state or political subdivisions, or trustee acting on behalf of holders of obligations issued by any of the foregoing or any financial institutions lending to or purchasing obligations of any of the foregoing, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto; (ix) not Liens resulting from conditional sale agreements, capital leases or other title retention agreements; (x) with respect to pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Principal Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of the Borrower’s or such Principal Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer; (xi) Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings; (xii) Liens on the stock of NGC; (xiii) Liens on the assets of, or the stock issued by, any Subsidiary of the Borrower created to hold generating assets if such Liens are created to secure nonrecourse Debt incurred to acquire, construct or otherwise develop such generating assets; (xiv) Liens created to secure Debt of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower; (xv) any other Liens incurred in the ordinary course of business otherwise than to secure Debt; (xvi) any extension, renewal or replacement of Liens permitted under this Section 8.2by clauses (i), securing obligations in an (iii) through (v) and (vii) through (xiv); provided, however, that the principal amount not of Debt secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Debt so secured and that such extension, renewal or replacement shall be limited to exceed $20,000,000 in an aggregate amount outstanding at any timeall or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit incur, assume or suffer to exist any Lien upon any of its respective Subsidiaries toproperty, create assets or suffer to exist, any Lien upon or with respect to any of its properties or assetsrevenues, whether now owned or hereafter acquired, or assign any right to receive income, except forother than the following: (a) Liens created pursuant to the any Loan DocumentsDocument; (b) Liens granted existing on the date hereof and listed on Schedule 6.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased, except by an amount equal to a Foreign Subsidiary of Group securing reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, and any accrued and unpaid interest payable, in connection with the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure refinancing thereof and by an amount equal to any Indebtedness under this Agreementexisting commitments unutilized thereunder; (c) Liens existing for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)books of the applicable Person in accordance with GAAP; (d) Customary Permitted Lienscarriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) purchase money Liens granted pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by a Warnaco Entity ERISA (including the interest pledges or deposits securing liabilities for reimbursement or indemnity arrangements and letter of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof credit or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased bank guaranty reimbursement arrangements with the proceeds of such purchase money Indebtedness or subject to such Capital Leaserespect thereto); (f) any Lien securing deposits to secure the renewalperformance of bids, extensiontrade contracts and leases (other than Indebtedness), refinancing or refunding statutory obligations, surety and appeal bonds, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance bonds and other obligations of any Indebtedness secured a like nature (including obligations imposed by any Lien permitted by clause the applicable laws of foreign jurisdictions (cexclusive of obligations for the payment of borrowed money)) or (e) incurred in the ordinary course of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedbusiness; (g) Liens in favor of lessors securing operating leases oreasements, to the extent such transactions create a Lien thereunderrights-of-way, sale restrictions, municipal, building and leaseback transactionszoning ordinances and other similar encumbrances affecting real property which, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens aggregate, do not otherwise permitted under this Section 8.2, other than in favor materially interfere with the conduct of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any business of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.Borrower and its Subsidiaries;

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable, Pharmacy Receivables or assetsany other Collateral (as defined in the Guarantee and Collateral Agreement as in effect on the Effective Date) or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens);described in the Perfection Certificate, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Debt secured thereby, (giv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderany Liens permitted by clause (ii) above are terminated (and not replaced, sale and leaseback transactionsextended or renewed in accordance with clause (iii) above), in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than in favor ninety (90) days after the termination of the PBGCLien permitted by clause (ii) above, arising out of judgments or awards in respect of which and (B) any such Lien shall be granted on the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review same property (and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect any additions to such judgment property or award and; provided, further, that any property taken by the Loan Parties in replacement or substitution for such judgment shall not give rise to an Event of Default;property) as the terminated Lien, (iv) Liens on any bills of ladingRelated Intellectual Property with Persons that have entered into an agreement, airway billsreasonably satisfactory to the Agent, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect acknowledging the limited license granted to letters of credit issued for the benefit of suppliers of inventory Co-Collateral Agents in such trademarks or trade names pursuant to facilities provided the Loan Documents and agreeing to a Foreign Subsidiary abide by, and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that not interfere with, such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000limited license; and (kvi) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any to secure Debt of the foregoing) not otherwise permitted under this Section 8.2Borrowers for borrowed money, securing obligations in an aggregate principal amount not to exceed $20,000,000 in an aggregate amount outstanding 2,000,000,000 at any timetime outstanding, provided, that, (A) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (B) the Pro Forma Uncapped Excess Availability Condition has been satisfied after giving effect to the incurrence of any such Debt, (C) such Lien shall be subordinate to the Lien of the Co-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement substantially in the form of Exhibit F hereto, or such other form as the Co-Collateral Agents may reasonably agree, and (D) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the holder of such Debt pursuant to an intercreditor agreement substantially in the form of Exhibit G hereto, or such other form as the Co-Collateral Agents may reasonably agree, and (E) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Co-Collateral Agents in their Permitted Discretion.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Consolidated Subsidiaries to, to create or suffer to exist, any Lien upon on or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)date hereof; (dii) Customary Permitted Liensany Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (eiii) purchase money Liens granted by a Warnaco Entity any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (including the interest iv) any Lien on any asset of a lessor under a Capital Lease and purchase money Liens to which any property is subject corporation existing at the time such corporation is merged into or consolidated with the Company or a Consolidated Subsidiary and not created in contemplation of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leaseevent; (fv) any Lien securing existing on any asset prior to the renewalacquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; (vi) any Lien created in connection with capitalized lease obligations, but only to the extent that such Lien encumbers property financed by such capital lease obligation and the principal component of such capitalized lease obligation is not increased; (vii) Liens arising in the ordinary course of its business which (A) do not secure Debt and (B) do not in the aggregate materially impair the operation of the business of the Company and its Consolidated Subsidiaries, taken as a whole; (viii) any Lien arising out of the refinancing, extension, refinancing renewal or refunding of any Indebtedness Debt secured by any Lien permitted by clause (c) or (e) any of the foregoing clauses of this Section 8.2 as long as Section, PROVIDED that such Lien does Debt is not cover increased and is not secured by any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedadditional assets; (gix) Liens securing taxes, assessments, fees or other governmental charges or levies, Liens securing the claims of materialmen, mechanics, carriers, landlords, warehousemen and similar Persons, Liens incurred in favor the ordinary course of lessors securing operating leases orbusiness in connection with workmen's compensation, unemployment insurance and other similar laws, Liens to secure surety, appeal and performance bonds and other similar obligations not incurred in connection with the extent borrowing of money, and attachment, judgment and other similar Liens arising in connection with court proceedings so long as the enforcement of such transactions create a Lien thereunder, sale Liens is effectively stayed and leaseback transactions, the claims secured thereby are being contested in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundergood faith by appropriate proceedings; (hx) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, other than securing Debt in favor an aggregate principal amount at any time outstanding not to exceed 10% of the PBGC, arising out Consolidated net worth of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review Company and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000Consolidated Subsidiaries; and (kxi) other any Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations on property arising in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeconnection with a securities repurchase transaction.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Section 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with the proceeds Closing Date; provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1(Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of the Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured; provided that, for purposes of this Section 5.02(a), any Covenant Debt so secured by Liens that is issued, assumed or guaranteed by the Company or any of its properties Subsidiaries owning Restricted Property on or assetsafter the Effective Date and prior to the Initial Availability Date shall be deemed to have been issued, whether now owned assumed or hereafter acquired, or assign any right to receive incomeguaranteed on the Initial Availability Date, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Effective Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group The Borrower shall not and the Borrower will not, and will shall not permit any of its respective Subsidiaries to, create create, incur, assume or suffer permit to exist, whether directly or indirectly, any Lien upon on or with respect to any of its the Borrower’s or such Subsidiary’s properties or and assets, whether now owned or hereafter acquiredacquired or upon any income or profits therefrom, or assign any right to receive income, except forexcept: (ai) Liens created granted pursuant to the Loan Documents; (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementCustomary Permitted Liens; (ciii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens5.1(g); (div) Customary Permitted LiensLiens securing payment of Debt permitted and described in clause (viii) of Section 6.2(i); (ev) purchase money Liens granted by a Warnaco Entity securing payment of Debt permitted and described in clause (including the interest v) of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e6.2(i) and limited covering only those assets acquired, constructed or improved in each case to the property purchased whole or in part with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseDebt; (fvi) Existing Liens on property (other than Collateral) pledged as collateral for liabilities assumed by the Borrower or any Lien securing Subsidiary of the renewal, extension, refinancing Borrower in connection with any merger or refunding of any Indebtedness secured by any Lien acquisition permitted by clause Section 6.2(a) (c) provided that such liabilities were not incurred in anticipation of, or (e) of this Section 8.2 as long as to finance, any such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced merger or refundedacquisition); (gvii) Liens in favor of lessors securing operating leases orgranted to sureties under the Bonding Agreement, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to permitted by the extent such operating leases or sale and leaseback transactions are permitted hereunderIntercreditor Agreement; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills property or assets used by the Borrower or any Subsidiary in the ordinary course of ladingbusiness and not constituting Collateral, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly existed prior to the Indebtedness acquisition thereof by the Borrower or such assets secure Subsidiary and that have an aggregate value were not created in excess contemplation of $15,000,000; andsuch acquisition; (kix) other Liens (not covering securing Obligations under any InventoryRate Protection Agreement, Accounts or other Receivables provided that such Lien is granted in favor of any Loan a Secured Party or proceeds an Affiliate thereof, (x) Leases or subleases (including bareboat charters) of Property other than Collateral by the Borrower or any of its Subsidiaries as lessor or sublessor, provided that such leases and subleases do not interfere in any material respect with the businesses of the Borrower and its Subsidiaries, and are not otherwise prohibited under the other terms of this Agreement, and leases or subleases (including bareboat charters) of Property constituting Collateral, provided that such leases and subleases do not interfere in any material respect with the businesses of the Borrower and its Subsidiaries, are not otherwise prohibited under the other terms of this Agreement and are made in the ordinary course of business; (xi) [RESERVED]; (xii) renewals or replacements of any of the foregoing, provided that such renewed or replaced Lien does not extend to property other than that which was encumbered by the originally permitted Lien hereunder; (xiii) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement but only to the extent such Liens pertain to the property that is the subject of such leases; (xiv) Liens arising by operation of law or by contract in each case encumbering insurance policies and proceeds thereof to secure the financing of premiums payable under such policies; (xv) customary rights of set-off, revocation, refund, or charge back under deposit agreements or under the UCC of banks or other financial institutions in respect of charges relating to deposit accounts and returned items (but not otherwise in respect of Debt generally); (xvi) Liens pursuant to a purchase agreement or sale agreement securing the obligations under such purchase agreement or sale agreement and encumbering solely the assets that are to be sold in any asset disposition permitted under by this Section 8.2, securing obligations in an Agreement; (xvii) Liens on accounts receivables for which attempts at collection have been undertaken by a third party (provided that the face amount of such accounts receivables subject to such Lien shall not to exceed $20,000,000 2,500,000 in an the aggregate amount outstanding at any time); (xviii) such other Liens with respect to which neither the Debt secured by such Lien nor the fair market value of the property subject to such Liens exceed in the aggregate for all such Liens $5,000,000; and (xix) Liens on Permitted ▇▇▇▇▇ Fargo Facility Collateral securing Debt permitted under Section 6.2(i)(xvi) and Guaranties permitted under Section 6.2(f)(vii). provided, however, that notwithstanding the foregoing, in no event shall any contractual Liens be permitted to exist on any common stock of or other equity interests in any of the Borrower’s Subsidiaries which is wholly-owned by the Borrower or any of its Subsidiaries.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at any one time exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens on required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each None of Group and the Borrower will notBorrowers shall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrowers and the Borrowers' Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrowers or any of their respective Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of any Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (hf) Liens not otherwise permitted under this Section 8.2, other than on assets that are acquired in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured connection with a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andPermitted Acquisition; provided, furtherhowever, that any such judgment Lien is not incurred in connection with Indebtedness incurred in contemplation of such Permitted Acquisition; 98 (g) Liens granted in connection with Indebtedness permitted under Section 8.1(l) and limited in each case to the Securitization Assets transferred or assigned pursuant to the related Securitization Facility; (h) Liens securing Indebtedness of Subsidiaries of the Company permitted under Section 8.1(o); provided, however, that the Dollar Equivalent of the aggregate principal amount of such Indebtedness that may be secured by Liens pursuant to this clause (h) shall not give rise to an Event of Default;exceed $25,000,000 at any time; and (i) Liens on any bills Lien securing the Permitted Refinancing of ladingany Indebtedness secured by any Lien permitted by clause (b), airway bills(d), receipts (g) or (h) above or this clause (i) without any change in the assets subject to such Lien and other applicable documents of title to the extent such Permitted Refinancing is permitted by Section 8.1(s) (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesIndebtedness); (j) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables liabilities of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate principal amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000 at any time.

Liens, Etc. Each of Group and the The Borrower will not, and will not permit any of its respective Subsidiaries Restricted Subsidiary to, create directly or suffer indirectly create, incur, assume or permit to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of its properties goods or assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits therefrom, except forexcept: (a) Liens created pursuant to for taxes, assessments or other governmental charges the Loan Documentspayment of which is not yet due and payable or which is being contested in compliance with Section 7.4 hereof; (b) Liens granted of lessors, landlords and carriers, vendors, warehousemen, mechanics, materialmen, repairmen and other like Liens incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by a Foreign Subsidiary appropriate proceedings and (i) not incurred or made in connection with the borrowing of Group money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) incurred in the ordinary course of business securing the Indebtedness permitted unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in favor of lessors under Section 8.1(g), which Liens for capital leases and leases of equipment in the avoidance ordinary course of doubt shall not secure any Indebtedness under this Agreementbusiness; (c) Liens existing on (other than any Lien imposed by ERISA) incurred or deposits made in the Closing Date ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and disclosed on Schedule 8.2 other types of social security, or (Existing Liens)ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money; (d) Customary Permitted Liensother deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) purchase money Liens granted by a Warnaco Entity (including the interest securing reimbursement obligations under letters of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited credit, provided in each case to that such Liens cover only the property purchased with title documents and related goods (and any proceeds thereof) covered by the proceeds related letter of such purchase money Indebtedness or subject to such Capital Leasecredit; (f) any Lien securing attachment or judgment Lien, unless the renewaljudgment it secures shall not, extensionwithin 60 days after the entry thereof, refinancing have been discharged or refunding execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedstay; (g) Liens in favor of lessors securing operating leases oror subleases granted to others, to the extent such transactions create a Lien thereundereasements, sale rights-of-way, restrictions and leaseback transactionsother similar charges or encumbrances, which, in each case to either (i) are granted, entered into or created in the extent such operating leases ordinary course of the business of the Borrower or sale and leaseback transactions are permitted hereunderany Restricted Subsidiary or (ii) do not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect; (h) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not otherwise permitted under this Section 8.2assumed by the Borrower or such Subsidiary to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other than property which is an improvement to or is acquired for use specifically in favor connection with such acquired property, (ii) in the case of a Purchase Money Lien, the principal amount of the PBGC, arising out Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of judgments or awards in respect (A) the cost to the Borrower and the Restricted Subsidiaries of which such property and (B) the applicable Warnaco Entity shall fair market value of such property at the time of the acquisition thereof (as determined in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reservesby the General Partner), in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that (iii) any such judgment Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (iv) any such Lien (other than a Purchase Money Lien) shall not give rise to an Event have been created or assumed in contemplation of Defaultsuch Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary; (i) Liens on any bills securing other obligations otherwise permitted under this Agreement, including, but not limited to, Capitalized Lease Obligations, which obligations secured by such Liens shall not exceed an amount equal to 3% of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesConsolidated Net Tangible Assets at such time; (j) Liens securing Indebtedness incurred under the Series E First Mortgage Notes that attach to the assets of the Borrower or any Restricted Subsidiary pursuant to Section 8.1(j)1.3 of the First Mortgage Note Agreement; provided provided, that at no time when such Liens exist, shall only encumber Insurance Assets that relate directly the Leverage Ratio exceed 2.00 to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,0001.00; and (k) other Liens (not covering easements, exceptions or reservations in any Inventoryproperty of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, Accounts roads, the removal of oil, gas, coal or other Receivables minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Loan Party Restricted Subsidiary. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h) and (i) of this Section 8.3, the Borrower will not permit AEPLP or proceeds of any of the foregoingits Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) not otherwise permitted under this Section 8.2of AEPLP or such Subsidiary, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at whether such property or assets are now owned or held or hereafter acquired, or any timeincome or profits therefrom.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens);Effective Date, other than liens securing Priority Obligations, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as the Debt secured thereby, (iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien does (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien, (v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Collateral Agent in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not cover interfere with, such limited license; (vi) Liens to secure (A) the Existing Second Lien Notes and any assets Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not subject to exceed, at any time outstanding, the difference between $2,000,000,000 and the sum of (1) the principal amount of Debt outstanding pursuant to the preceding clause (A) and (2) the outstanding balance of the Term Loan, provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) Reserved, (3) such Lien shall be pari passu with or subordinate to the Lien of the Collateral Agent securing the Term Loans, and junior to the Lien securing the Indebtedness being renewedPriority Obligations, extendedin each case pursuant to arrangements reasonably satisfactory to the Agent (including without limitation through joinder to the Existing Intercreditor Agreement and/or the Security Agreement), refinanced or refunded(4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Collateral Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, pari passu with the Lien of the holder of such Debt pursuant arrangements reasonably satisfactory to the Agent, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Agent in its Permitted Discretion; (gvii) Liens in favor of lessors securing operating leases orto secure obligations under the First Lien Credit Agreement and other Priority Obligations, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000constituting Permitted Debt; and (kviii) other Liens (not covering arising under or in connection with a Credit Card Royalty Securitization; provided that any Inventory, Accounts or other Receivables of any Liens granted by a Loan Party or proceeds of any of the foregoingpursuant to this clause (viii) not otherwise permitted under this Section 8.2, securing obligations in an amount not shall be limited to exceed $20,000,000 in an aggregate amount outstanding at any timeCredit Card Program Assets.

Liens, Etc. Each of Group The Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments securing the Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing existing on the Indebtedness permitted under Section 8.1(g), which Liens for Effective Date and (x) disclosed on Schedule 8.2 or (y) incurred in accordance with the avoidance of doubt shall not secure any Indebtedness under this Existing Credit Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity securing Indebtedness permitted under Section 8.1(d): (including i) in assets that are not Collateral (other than equipment); or (ii) in property subject to and acquired, constructed or improved with the interest proceeds of a lessor under a Capital Lease and or purchase money Liens to which Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), in each case if (A) the Indebtedness secured thereby is incurred within 90 days after the date of such acquisition, construction or improvement of such property is subject and does not exceed the lesser of the cost or Fair Market Value of such property at the time of such Warnaco Entity’s acquisition thereof acquisition, construction or promptly thereafterimprovement and (B) securing Indebtedness permitted under Section 8.1(e) and limited in each case such Liens do not apply to the any other property purchased with the (other than proceeds of such purchase money Indebtedness acquired, constructed or subject to such Capital Lease;improved property) or assets of the Parent or any of its Restricted Subsidiaries. (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by any Lien disclosed on Schedule 8.2 permitted by clause (cb) or (e) of this Section 8.2 as long as such Lien does not cover above without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale not prohibited hereunder; (g) Liens arising out of judgments or awards and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundernot constituting an Event of Default under Section 9.1(g); (h) Liens not otherwise permitted under this Section 8.2encumbering inventory, other than work-in-process and related property in favor of the PBGC, arising out of judgments customers or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review suppliers securing obligations and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect other liabilities (other than Indebtedness) to such judgment customers or award and; provided, further, that any suppliers to the extent such judgment shall not give rise to an Event Liens are granted in the ordinary course of Defaultbusiness and are consistent with past business practices; (i) Liens on any bills pledged cash of lading, airway bills, receipts the Parent and other applicable documents its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (j) [reserved]; (k) Liens securing Indebtedness incurred insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $25,000,000.00 at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of “Extended Letters of Credit” (as defined in the Existing Credit Agreement) and Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) Liens on any L/C Facility Cash Collateral Account (as defined in the Existing Credit Agreement), Revolver Cash Collateral Account (as defined in the Existing Credit Agreement), any Cash Collateral Account (as defined in the Existing Letter of Credit Agreement) or any Revolver Cash Collateral Account and all amounts on deposit therein; (q) Liens on Collateral (as defined in the Senior Intercreditor Agreement) and other assets required to constitute Collateral hereunder and Liens on Separate Collateral (as defined in the Existing Collateral Agency and Intercreditor Agreement) in each case subject to the Existing Collateral Agency and Intercreditor Agreement; provided that such Liens shall only encumber Insurance Assets that relate directly on Collateral are also subject to the Senior Intercreditor Agreement; (r) [reserved]; (s) Liens on cash, bank accounts and accounts receivable securing Indebtedness such assets secure described in Section 8.1(o) and reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that have an the aggregate value amount of cash, bank accounts and accounts receivable securing Performance Guarantees shall not in excess of exceed $15,000,000300,000,000.00 at any time; and (kt) other Liens on Collateral securing Refinancing Senior Notes Indebtedness that are subject to the Junior Intercreditor Agreement. Without limiting the foregoing limitations, (x) unless the NO 105 is a Mortgaged Vessel, the Parent and the Borrowers shall not, and shall not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the NO 105 or (ii) assign any right to receive income with respect to the NO 105, in either case to secure Indebtedness for borrowed money other than NO 105 Indebtedness and (y) the Parent and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the Altamira Yard or (ii) assign any right to receive income with respect to the Altamira Yard, in either case to secure Indebtedness for borrowed money other than hereunder. Notwithstanding the foregoing, the basket amounts set forth in clauses (l) not otherwise permitted under this Section 8.2, securing obligations in an and (s) shall be reduced by the amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeof such Liens existing on the Effective Date while such Liens exist.

Liens, Etc. Each of Group and the Borrower Panhandle Eastern will not, and will not permit any of its respective Subsidiaries to, create create, incur, assume or suffer to exist, exist any Lien upon on or with respect to any of its properties Property, or assetssign or file or suffer to exist, whether now owned under the Uniform Commercial Code of any jurisdiction, a financing statement that names Panhandle Eastern or hereafter acquiredany of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, except forexcept: (a) Permitted Liens created pursuant to the Loan Documentsfor Panhandle Eastern and its Subsidiaries; (b) Liens granted existing on the date hereof and any replacement, extension or renewal of the indebtedness secured by a Foreign Subsidiary such Lien, provided that the amount of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall Debt or other obligations secured thereby is not secure increased and is not secured by any Indebtedness under this Agreement;additional assets; and (c) Liens existing on arising in connection with Capitalized Leases, provided that no such Lien shall extend to or cover any assets other than the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease assets subject to such Capitalized Leases, and purchase money Liens upon or in real property, equipment or other fixed or capital assets acquired or held by Panhandle Eastern or any of its Subsidiaries to which secure the purchase price of such property, equipment or other fixed or capital assets or to secure Debt incurred for the purpose of financing the acquisition, construction or improvement of any property is subject such property, equipment or other fixed or capital assets, or Liens existing on any such property, equipment or other fixed or capital assets at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount (provided that no such Warnaco Entity’s acquisition thereof Lien shall extend to or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) cover any property other than the property, equipment or other fixed or capital assets being acquired, constructed or improved, and limited in each case no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the property purchased with Lien being extended, renewed or replaced); provided that the proceeds aggregate principal amount of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness Debt secured by any Lien Liens permitted by this clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on exceed $50,000,000 at any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j)time outstanding; provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts Panhandle Eastern or other Receivables of any Loan Party or proceeds of any of its Subsidiaries may create or assume any other Lien securing Debt if, after giving effect to such Debt, the foregoing) Priority Obligations Amount does not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time10% of the Consolidated Net Tangible Assets.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the First Amendment Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the First Amendment Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 750,000,000 at any time.time outstanding. ;

Liens, Etc. Each of Group and the No Borrower will notshall, and will not nor shall it permit any of its respective Subsidiaries Restricted Subsidiary to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (ai) Liens ▇▇▇▇▇ created pursuant to the any Loan Documents; Document (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)including, which Liens for the avoidance of doubt shall not secure doubt, any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing LiensCash Collateral granted with respect thereto); (dii) Customary Permitted Liens; (eiii) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any Lien on any property is subject at or asset of the time Borrowers or any of their respective Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.04(b)(iii); provided, that (A) such Lien shall not apply to any other property or asset of the Borrowers or their respective Restricted Subsidiaries except any other additional property or asset of such Warnaco Entity’s acquisition thereof Borrower or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case Restricted Subsidiary to the property purchased with extent such Borrower or Restricted Subsidiary is already an obligor in respect of the proceeds of Indebtedness and has granted a Lien to secure such purchase money Indebtedness or subject to and (l) such Capital LeaseLien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except for any increase in such obligations that is permitted by Section 6.04(a); (fiv) any Lien securing existing on any property or asset prior to the renewal, extension, refinancing or refunding acquisition thereof (including by way of any Permitted Acquisition) by the Borrowers or any of their respective Restricted Subsidiaries or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided, that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (m) such Lien shall not apply to any other property or assets of LiventArcadium or any Restricted Subsidiary thereof and (n) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (v) Liens on fixed or capital assets acquired, constructed or improved by a Borrower or any Restricted Subsidiary; provided, that (A) such security interests secure Indebtedness secured by any Lien permitted by clause (c) or (ev) of this Section 8.2 as long as 6.04(a), (o) such Lien security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (p) the Indebtedness secured thereby does not cover exceed 110% of the cost of acquiring, constructing or improving such fixed or capital assets and (q) such security interests shall not apply to any other property or assets not subject to of the Lien securing the Indebtedness being renewed, extended, refinanced Borrowers or refundedtheir respective Restricted Subsidiaries; (gvi) Liens in favor on property or assets of lessors Restricted Subsidiaries (other than any Mine OpCo Group Member) that are not Domestic Subsidiaries securing operating leases or, to the extent Indebtedness of such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are Foreign Subsidiary permitted hereunderby clause (xvi) of Section 6.04(a); (hvii) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of hereunder which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect relate to such judgment or award andobligations not exceeding $50 million at any time outstanding; provided, further, that any such judgment Liens shall not give rise extend or apply to an Event any assets or property of Default;any Mine OpCo Group Member; and (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (jviii) Liens securing Indebtedness incurred under permitted by clause (xiv) of Section 8.1(j6.04(a); provided provided, that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such underlying assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any are the subject of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timePermitted Factoring or Receivables Transaction.

Liens, Etc. Each of Group The Borrower, the Parent and the Borrower will not, and their respective Subsidiaries will not permit any of its respective Subsidiaries tocreate, create assume, incur or suffer to exist, any Lien upon on or with in respect to of any of its properties or assets, Property whether now owned or hereafter acquired, or assign any right to receive income, except forthat the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens: (a) Liens created pursuant to securing the Loan DocumentsObligations; (b) Liens granted by a Foreign Subsidiary for taxes, assessments or governmental charges or levies on Property of Group securing the Indebtedness permitted under Borrower or any Guarantor to the extent not required to be paid pursuant to Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement5.03; (c) Liens existing on imposed by law (such as landlords’, carriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (i) which are being contested in good faith and by appropriate proceedings, (ii) with respect to which reserves in conformity with GAAP have been provided, (iii) which have not resulted in any Collateral being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) neither the Closing Date Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case, as a result of nonpayment of such charge or claim, and disclosed on Schedule 8.2 (Existing Liens)v) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change; (d) Customary Permitted Lienson leased personal property to secure solely the lease obligations associated with such property; (e) purchase money Liens granted by on the Property of or Ownership Interests in a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) Permitted Other Subsidiary securing Indebtedness permitted under Section 8.1(eset forth in paragraph (a) and limited in each case of the definition of “Permitted Other Indebtedness” incurred by such Permitted Other Subsidiary to the property purchased with extent such Indebtedness is permitted pursuant to the proceeds provisions of such purchase money Indebtedness or subject to such Capital LeaseSection 6.02; (f) any Lien on the Ownership Interests in an Unconsolidated Entity or Minority-Owned Fund securing the renewalPermitted Non-Recourse Unconsolidated Entity Indebtedness incurred by such Unconsolidated Entity or Minority-Owned Fund, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedapplicable; (g) Liens in favor of lessors securing operating leases or, granted to the extent owner of a Hospitality Property subject to a Permitted Property Agreement on the accounts receivable, inventory, cash or other property owned by the Borrower or the Borrower’s Subsidiary in connection with such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;Hospitality Property; and (h) Liens easements, rights of way, covenants, restrictions, zoning and similar restrictions and other similar charges or encumbrances not otherwise permitted under this Section 8.2, other than in favor interfering with the ordinary conduct of the PBGC, arising out business of judgments the Borrower or awards in respect of its Subsidiaries and which do not detract materially from the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not Owned Hospitality Properties to exceed $20,000,000 in an aggregate amount outstanding at any timewhich they attach or impair materially the use thereof by the Borrower or the Borrower’s Subsidiaries.

Liens, Etc. Each of Group and the The U.S. Borrower will shall not, and will shall not permit any of its respective Material Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 6.04(a) (Existing Liens); (dii) Customary Permitted LiensLiens of the U.S. Borrower and the U.S. Borrower’s Material Subsidiaries; (eiii) purchase money Liens granted by a Warnaco Entity the U.S. Borrower or any Material Subsidiary of the U.S. Borrower (including the interest of a lessor under a Liens arising pursuant to Capital Lease Leases and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof mortgages or promptly thereafter) security interests securing Indebtedness permitted under Section 8.1(erepresenting or financing the purchase price of equipment (or improvements to existing equipment) acquired by the U.S. Borrower or any Material Subsidiary of the U.S. Borrower) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fiv) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (ci) or (eiii) of above or this Section 8.2 as long as such Lien does not cover clause (iv) without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivi) Liens on any bills tangible or intangible asset or property of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect securing the Foreign Credit Lines of which all inventory and goods are located outside the United Statessuch Foreign Subsidiary or a refinancing thereof; (jvii) Liens securing created in connection with a Receivables Transaction; provided, however, that the aggregate outstanding amount of all Indebtedness incurred under Section 8.1(j); provided that secured by such Liens shall only encumber Insurance Assets that relate directly created pursuant to the Indebtedness such assets secure and that have an aggregate value this paragraph (vii) does not in excess of exceed $15,000,000500,000,000; and (kviii) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) that are not otherwise permitted under by the foregoing clauses of this Section 8.2, 6.04(a) securing obligations in an or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 100,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit any of its respective Subsidiaries toassume, create incur or suffer to exist, any Lien upon on or with in respect to of any of its properties or assets, Property whether now owned or hereafter acquired, or assign any right to receive income, except for:other than the following (“Permitted Liens”): (a) Liens created pursuant to the any Loan DocumentsDocument; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed described in Schedule 6.01 and any renewals or extensions thereof; provided that (i) such Liens shall secure only the amount of the obligations which they secure on Schedule 8.2 the date hereof and (Existing ii) the property covered thereby is not changed; (c) Excepted Liens); (d) Customary Permitted Liensany Lien on any property or asset of the Borrower or any Subsidiary securing Debt permitted by Section 6.02(q), provided that (i) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary not securing such Debt at the date of the acquisition of such property or asset (other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such date and which Debt and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) such Lien is not created in contemplation of or in connection with such acquisition; (e) purchase money Liens licenses of intellectual property granted by a Warnaco Entity (including in the interest ordinary course of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leasebusiness; (f) Liens solely on any Lien securing ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the renewal, extension, refinancing Borrower or refunding any of its Subsidiaries in connection with any Indebtedness secured by any Lien letter of intent or purchase agreement permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedhereunder; (g) Liens in favor of lessors securing operating leases or, Debt permitted under Section 6.02(n); provided that such Lien is limited to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;applicable insurance contracts; and (h) Liens not otherwise securing Debt permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j6.02(f); provided that (i) such Liens shall only do not at any time encumber Insurance Assets that relate directly to any property other than the Indebtedness property financed by such assets secure Debt and that have an aggregate value (ii) the Debt secured thereby does not in excess of $15,000,000; and (k) other Liens (not covering any Inventoryexceed the cost or fair market value, Accounts or other Receivables of any Loan Party or proceeds of any whichever is lower, of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeproperty being acquired on the date of acquisition.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with the proceeds Closing Date; provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1 (Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens;Liens on the assets of the Borrower and the Borrower’s Subsidiaries; CREDIT AGREEMENT U.S. CONCRETE, INC. (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLease and any improvements, accessions or proceeds thereto or thereof; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above, clause (h) below or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale Sale and leaseback transactionsLeaseback Transactions, in each case to the extent such operating leases or sale Sale and leaseback transactions Leaseback Transactions are permitted hereunder; (g) Liens on Excluded Collateral (and the Proceeds thereof) securing Indebtedness permitted by Section 8.1(j) (Indebtedness); (h) Liens not otherwise on Equipment or Real Property (and any improvements, accessions or proceeds thereto or thereof) securing Indebtedness permitted under this by Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default8.1(k) (Indebtedness); (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title in an aggregate amount not to exceed $250,000 securing Indebtedness permitted by Section 8.1(l) (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesIndebtedness); (j) encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of Real Property not materially detracting from the value of such Real Property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property and the other operations of the Borrower and its Subsidiaries taken as a whole; (k) Liens resulting from the deposit of funds or evidences of Indebtedness in trust for the purpose of defeasing or discharging Indebtedness of the Borrower or any Subsidiary so long as such defeasance or discharge is otherwise permitted under this Agreement; (l) Liens securing Indebtedness incurred judgments which do not constitute an Event of Default under Section 8.1(j9.1(g) (Events of Default); provided that ; (m) Liens securing Inventory under construction arising from progress or partial payments by a customer of the Borrower or any Subsidiary relating to such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000Inventory; and (kn) other Liens in favor of a banking institution arising as a matter of law encumbering deposits (not covering any Inventoryincluding the right of set-off) and which are within the general parameters customary in the banking industry. CREDIT AGREEMENT U.S. CONCRETE, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeINC.

Liens, Etc. Each of Group and the Neither Borrower will notnor Holdings shall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)assets of the Group Members; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity any Group Member (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntityGroup Member’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLease and proceeds thereof; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness obligations secured by any Lien permitted by clause (cb) or (d) above or this clause (e) without any change in the type of this Section 8.2 as long as assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e); (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (hg) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations or other than in favor liabilities of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andany Loan Party; provided, furtherhowever, that any the aggregate outstanding amount of all such judgment obligations and liabilities shall not give rise to an Event of Default;exceed $50,000,000 at any time; and (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (jh) Liens securing Indebtedness incurred under permitted by Section 8.1(j8.1(k); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the The Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for KBWB Lien and the avoidance of doubt shall not secure any Indebtedness under this AgreementKNTV Call Right; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule SCHEDULE 8.2 and on the Target (Existing Liens)as defined in the definition of "INTERNATIONAL FALLS ACQUISITION") of the International Falls Acquisition; (d) Customary Permitted LiensLiens of the Borrower and its Subsidiaries; (e) purchase money Liens granted by a Warnaco Entity (including the Borrower or any of its Subsidiaries and the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafter) thereof, in each case securing Indebtedness permitted under Section 8.1(eSECTION 8.1(D) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause CLAUSES (cB), (C) or (eE) of this Section SECTION 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (g) Liens in favor of lessors securing operating leases or, to in the extent premises (including personal property placed on such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases premises) or sale and leaseback transactions are permitted hereunderequipment subject thereto; (h) Liens not otherwise permitted under this Section 8.2, other than in favor securing the fees owed by the Borrower to the trustee pursuant to the terms of the PBGCExisting Subordinated Note Documents; PROVIDED, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, furtherHOWEVER, that any the obligation of the Borrower to pay such judgment shall not give rise fees is subordinate in right, time and payment to an Event the payment in full of Default;the Obligations; and (i) Liens on any bills securing one or more undischarged, unvacated, unbonded or unstayed judgments or orders (or other similar process) rendered against one or more of lading, airway bills, receipts the Borrower and other applicable documents its Subsidiaries to the extent the existence of title (and inventory and goods covered thereby) delivered with respect to letters such judgment or judgments does cause an Event of credit issued for the benefit of suppliers of inventory Default pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesSECTION 9.1(I); (j) Liens not otherwise permitted by the foregoing clauses of this SECTION 8.2 securing Indebtedness incurred under Section 8.1(j)obligations or other liabilities (other than Indebtedness) of the Borrower or any of its Subsidiaries; provided PROVIDED, HOWEVER, that the aggregate outstanding amount of such obligations and liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 100,000 at any time.;

Liens, Etc. Each of Group and the Borrower will The Loan Parties shall not, and will not nor shall they permit any Subsidiary of its respective Subsidiaries the Parent to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any Subsidiary of the Parent to assign, any right to receive incomeincome or profits with respect thereto, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments and Liens on cash or deposits granted in favor of the Administrative Agent, the Swing Loan Lender or any Issuer to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit, Swing Loans or Protective Advances, as contemplated under this Agreement; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets or property of the Parent and the Parent’s Subsidiaries; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fd) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) above or this clause (d) to the extent such renewal, extension, refinancing or refunding is permitted by Section 8.1(i) (Indebtedness); (e) Liens on fixed or capital assets acquired, constructed or improved by the Parent or any Subsidiary of this the Parent; provided that (i) such security interests secure Indebtedness permitted under Section 8.2 as long as 8.1(d) (Indebtedness), (ii) such Lien security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not cover exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets (other than assets financed by the same financing source) and (iv) such security interests shall not apply to any other property or assets not subject of such Person (other than proceeds thereof), or to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedany other Person; (f) [reserved;] (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise any Lien on an asset, or an asset of any Person, acquired by the Parent or a Subsidiary of the Parent after the Effective Date pursuant to an Investment permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewAgreement; provided it shall have set aside on its books adequate reservesthat such Lien existed at the time such asset or such Person was acquired by the Parent or such Subsidiary and the principal amount secured by that Lien has not been incurred or increased in contemplation of, in accordance with Agreement Accounting Principlesor since, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultthe acquisition; (i) Liens on securing obligations of the Parent or any bills of lading, airway bills, receipts its Subsidiaries (other than the U.S. and other applicable documents of title (and inventory and goods covered therebyCanadian Loan Parties) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory Cash Management Obligations and goods are located outside Hedging Contracts of the United Statestype permitted pursuant to Section 8.1(g) (Indebtedness); (j) Liens (i) in favor of a U.S. and Canadian Loan Party securing obligations of the Parent or any Subsidiary of the Parent (other than a U.S. and Canadian Loan Party) owing to such U.S. and Canadian Loan Party, (ii) in favor of any Loan Party (other than a U.S. and Canadian Loan Party) securing obligations of any Subsidiary of the Parent (other than a Loan Party) owing to such Loan Party (other than a U.S. and Canadian Loan Party), or (iii) in favor of any Subsidiary of the Parent (other than a Loan Party) securing obligations of any other Subsidiary of the Parent (other than a Loan Party) owing to such Subsidiary, in each case in respect of Indebtedness incurred pursuant to Section 8.1(e) (Indebtedness); (k) Liens securing obligations of (i) the Parent or any Subsidiary of the Parent (other than a Loan Party) in respect of Indebtedness incurred pursuant to Section 8.1(o) (Indebtedness) or any refinancing thereof permitted under Section 8.1(j8.1(i) (Indebtedness), (ii) the UTi IMS Entities. in respect of Indebtedness incurred pursuant to Section 8.1(n) (Indebtedness) (to the extent that the Liens securing such obligations attach solely to the Inventory so financed and any proceeds of such Inventory), (iii) UTi (China) Ltd in respect of Indebtedness incurred pursuant to Section 8.1(q) (Indebtedness) or any refinancing thereof permitted under Section 8.1 (i) (Indebtedness), and (iv); members of the South African Group (other than Pyramid Freight BVI) in respect of Indebtedness incurred pursuant to Section 8.1(r) (Indebtedness) or any refinancing thereof permitted under Section 8.1(i) (Indebtedness); (l) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued or created for the account of the Parent or any of its Subsidiaries in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Parent or such Subsidiary; provided that such Liens shall Lien secures only encumber Insurance Assets that relate directly the obligations of the Parent or such Subsidiaries in respect of such letter of credit or bankers’ acceptance to the Indebtedness extent permitted under Section 8.1 (Indebtedness); (m) any encumbrance or restriction with respect to the Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such assets secure and joint venture or similar arrangement, in each case solely in connection with an Investment permitted under Section 8.3 (Investments); (n) other Liens (other than Liens on Accounts or Inventory) securing obligations that have an aggregate value do not in excess of exceed $15,000,00015,000,000 at any time outstanding; and (ko) other Liens (not covering solely on any Inventory, Accounts ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise its Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timehereunder.

Liens, Etc. Each None of Group and the Borrower will notBorrowers shall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement which (i) as to each Mortgaged Property are disclosed on Schedule B to the applicable Mortgage and (ii) as to any other Collateral, disclosed on Schedule 8.2 (Existing Liens)) as of the Closing Date; (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafterLease) securing Indebtedness permitted under Section 8.1(e) and limited in each case to (Indebtedness) provided such Liens do not encumber any property or assets other than the property purchased or assets acquired, constructed or improved with such Indebtedness; (e) Liens on property or assets of any Person at the proceeds time such assets are acquired or such Person becomes a Subsidiary or is merged, amalgamated or consolidated with or into the Company or its Subsidiaries, provided, however, that any such Lien is not incurred in connection with Indebtedness incurred in contemplation of such purchase money Indebtedness or Permitted Acquisition and does not extend to property not subject to such Capital LeaseLien at the time of acquisition or merger, amalgamation or consolidation; (f) Liens securing Indebtedness of Subsidiaries of the Company permitted under Section 8.1(k) (Indebtedness) on the assets of the Subsidiaries that are obligors with respect to such Indebtedness; (g) any Lien securing the renewal, extension, refinancing or refunding Permitted Refinancing of any Indebtedness secured by any Lien permitted by clause (cb), (d) or (e) of above or this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; clause (g) provided that such Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderdo not encumber additional assets; (h) Liens not otherwise permitted under this Section 8.2on accounts receivable, chattel paper and other than related assets of a Securitization Subsidiary in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance connection with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultPermitted Receivables Financing; (i) Liens on cash or Cash Equivalents, not to exceed the Dollar Equivalent of $15,000,000 in the aggregate at any bills of ladingtime, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered securing reimbursement obligations with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statescredit, cash management obligations or obligations under Hedging Contracts not prohibited by Section 8.16 (No Speculative Transactions); (j) Liens securing Indebtedness incurred under permitted pursuant to clause (m) of Section 8.1(j); 8.1 (Indebtedness) provided that such Liens shall attach only encumber Insurance Assets that relate directly to amounts payable under the insurance policies financed by such Indebtedness and any premiums returnable under such assets secure and that have an aggregate value not in excess of $15,000,000; andpolicies; (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by this Section 8.2, 8.2 securing obligations in an amount outstanding from time to time not to exceed the Dollar Equivalent of $20,000,000 in an aggregate amount outstanding at 25,000,000; and (l) Liens securing pension obligations of the U.K. Borrower and any timeSubsidiary formed under the laws of the United Kingdom on any assets of any such Person that do not extend to property constituting Collateral.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrower and its Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (g) Liens securing the First Mortgage Notes; CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. (h) Liens on the assets that are not otherwise Collateral of a Foreign Subsidiary of the Borrower securing Indebtedness permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default8.1(l) (Indebtedness); (i) Liens on any bills resulting from operation of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered law with respect to letters any judgments, awards or orders not resulting in an Event of credit issued for Default under Section 9.1 (Events of Default); provided, however, that the benefit Dollar Equivalent of suppliers the aggregate outstanding amount of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;such judgments, awards or orders shall not exceed $4,000,000 at any time; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations in an or other liabilities (other than Indebtedness) of the Borrower or any of its Subsidiaries; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 2,500,000 at any time.

Liens, Etc. Each of Group The Borrower, the Parent and the Borrower will not, and their respective ---------- Subsidiaries (except for or with respect to Permitted Other Subsidiaries) will not permit any of its respective Subsidiaries tocreate, create assume, incur or suffer to exist, any Lien upon on or with in respect to of any of its properties or assets, Property whether now owned or hereafter acquired, or assign any right to receive income, except forthat the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens: (a) Liens created pursuant to securing the Loan DocumentsObligations; (b) Liens granted by a Foreign Subsidiary for taxes, assessments or governmental charges or levies on Property of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for Borrower or any Guarantor to the avoidance of doubt shall extent not secure any Indebtedness under this Agreementrequired to be paid pursuant to Sections 5.03; (c) Liens existing on imposed by law (such as landlords', carriers', warehousemen's and mechanics' liens or otherwise arising from litigation) (i) which are being contested in good faith and by appropriate proceedings, (ii) with respect to which reserves in conformity with GAAP have been provided, (iii) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) neither the Closing Date Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and disclosed on Schedule 8.2 (Existing Liens)v) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change, provided that the Borrower does not have to -------- comply with clauses (i) and (ii) if the Borrower has caused a title company to insure over such Lien in a manner reasonably satisfactory to the Administrative Agent; (d) Customary Permitted Lienson leased personal property to secure solely the lease obligations associated with such property; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease securing Secured Recourse Indebtedness and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Secured Non-Recourse Indebtedness permitted under Section 8.1(e) and limited in each case pursuant to the property purchased with the proceeds provisions of such purchase money Indebtedness or subject to such Capital LeaseSection 6.02; (f) any Lien securing under the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPermitted Non-Voting Stock Mortgages; (g) Liens in favor of lessors on Permitted Timeshare Receivables securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;Permitted Timeshare Indebtedness; and (h) Liens not otherwise permitted under this Section 8.2on Borrower's or its Subsidiary's interest, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reservesif any, in accordance with Agreement Accounting Principles, with respect a Hotel Property disposed of by the Borrower or its Subsidiary to incur Permitted Sale/Leaseback Indebtedness which secures such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timePermitted Sale/Leaseback Indebtedness.

Liens, Etc. Each of Group and the Borrower TNCLP will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on the Closing Date of TNCLP and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity TNCLP or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of TNCLP’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(c) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (ed) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewedsuch Lien; (f) Liens in favor of lessors, extended, refinanced sublessors or refundedlicensors under any lease or license otherwise permitted by this Agreement; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, however, that the aggregate outstanding amount of such obligations and liabilities secured by such Liens shall not exceed $1,000,000 at any time; (h) Liens which are licenses and sub-licenses granted to Persons that are not Affiliates of TNCLP or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases or, business and not interfering in any material respect with the business and operations of TNCLP or any of its Subsidiaries; (i) Liens pursuant to the extent such transactions create a Senior Secured Note Indenture and the Senior Second Lien thereunderNote Indenture which, sale with respect to the Collateral, shall be junior to the Administrative Agent’s Lien on the Collateral pursuant to the Collateral Documents and, in each case, shall be subject to one or more intercreditor agreements in form and leaseback transactionssubstance reasonably acceptable to the Administrative Agent, in each case to the extent such operating leases or sale securing Guaranty Obligations permitted to be incurred by Section 8.1(j) and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than solely to the extent respectively required by the Senior Secured Note Indenture and the Senior Second Lien Note Indenture as in favor of effect on the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andEffective Date; provided, furtherhowever, that any such judgment shall not give rise Liens incurred pursuant to an Event of Default; this clause (i) Liens on any bills shall only be permitted at such time as the Borrower and TNCLP and their respective Subsidiaries shall be wholly-owned indirect subsidiaries of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;Terra Industries; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds on property of any of TNCLP and its Subsidiaries (other than property subject to Liens under the foregoingCollateral Documents) not otherwise permitted under this Section 8.2, securing obligations in an amount not favor of Terra Industries or any of its Subsidiaries to exceed $20,000,000 in an aggregate amount outstanding at secure Indebtedness owing to Terra Industries or any timeof its Subsidiaries.

Liens, Etc. Each The Borrower shall not, nor shall it permit any Subsidiary of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date (after giving effect to the Transactions) and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens;Liens on the assets of the Borrower and the Borrower’s Subsidiaries; AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb) or (d) above, clause (h) below or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases orto the extent such operating leases are permitted hereunder and, to the extent such transactions create a Lien thereunderLien, sale and leaseback transactionstransactions permitted by Section 8.4(f) (Asset Sales); (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, in each case to however, that the extent aggregate outstanding amount of all such operating leases or sale obligations and leaseback transactions are permitted hereunderliabilities shall not exceed $5,000,000 at any time; (h) Liens not otherwise securing Indebtedness permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review8.1(k) (Indebtedness); provided it shall have set aside that (i) such Liens were not created in contemplation of such Permitted Acquisitions and (ii) such Liens are purchase money Liens granted by the Proposed Acquisition Target or its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens on any property of Proposed Acquisition Target or its books adequate reserves, Subsidiaries) and limited in accordance each case to the property purchased with Agreement Accounting Principles, with respect the proceeds of such purchase money Indebtedness or subject to such judgment or award Capital Lease; and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills securing judgments that do not constitute an Event of ladingDefault (or securing bonds that secure such judgments) that do not exceed, airway billsin the aggregate, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time10,000,000.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of the Borrower or with respect to any of its properties Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral (as defined in the Guarantee and Collateral Agreement, whether now any other Security Document or the hypothecs as in effect on the Effective Date) or any owned or hereafter acquiredleased real estate (other than any ABL Qualifying Real Estate) or Related Intellectual Property, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens);described in the Perfection Certificate, and Liens in favour or for the benefit of the ABL Lenders under the ABL Credit Agreement, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Debt secured thereby, (giv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderany Liens permitted by clause (ii) above are terminated (and not replaced, sale and leaseback transactionsextended or renewed in accordance with clause (iii) above), in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than in favor ninety (90) days after the termination of the PBGCLien permitted by clause (ii) above, arising out of judgments or awards in respect of which and (B) any such Lien shall be granted on the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review same property (and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect any additions to such judgment property or award and; provided, further, that any property taken by the Loan Parties in replacement or substitution for such judgment shall not give rise to an Event of Default;property) as the terminated Lien, (iv) Liens on any bills of ladingRelated Intellectual Property with Persons that have entered into an agreement, airway billsreasonably satisfactory to the Agent, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect acknowledging the limited license granted to letters of credit issued for the benefit of suppliers of inventory Agent in such trademarks or trade names pursuant to facilities provided the Loan Documents and agreeing to a Foreign Subsidiary abide by, and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that not interfere with, such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000limited license; and (kvi) other Liens to secure Debt of the Borrower for borrowed money (except hereunder or under the ABL Credit Agreement), in an aggregate principal amount not covering to exceed CAN$50,000,000 at any Inventorytime outstanding, Accounts provided, that, (A) no Default or other Receivables Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (B) Pro Forma and Projected Excess Availability is at least fifteen percent (15%) of the ABL Line Cap after giving effect to the incurrence of any such Debt, (C) the Pro Forma Fixed Charge Ratio shall be at least 1.1 to 1.0 after giving effect to the incurrence of any such Debt, (D) such Lien shall be subordinate to the Lien of the Agent in respect of the Collateral and the holder of such Lien shall have entered into an intercreditor agreement in such form as the Agent may reasonably agree, and (E) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party or proceeds of any which do not constitute Collateral, the Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the foregoingholder of such Debt pursuant to an intercreditor agreement in such form as the Agent may reasonably agree, and (F) not otherwise permitted under this Section 8.2, securing obligations the documentation granting such Lien shall be in an amount not form and substance reasonably satisfactory to exceed $20,000,000 the Agent in an aggregate amount outstanding at any timeits Permitted Discretion.]

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Restricted Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens)8.2; (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity securing Indebtedness permitted under Section 8.1(d) or (including m): (i) in assets that are not Collateral (other than equipment); (ii) in property subject to and acquired, constructed or improved with the interest proceeds of a lessor under a Capital Lease and or purchase money Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), in each case if (A) the Indebtedness secured thereby is incurred within 90 days after the date of such acquisition, construction or improvement of such property and does not exceed the lesser of the cost or Fair Market Value of such property at the time of such acquisition, construction or improvement and (B) such Liens do not apply to any other property (other than proceeds of such acquired, constructed or improved property) or assets of the Borrower or any of its Subsidiaries; or (iii) to which any property is subject at the time of such Warnaco Entitythe Borrower’s or a Restricted Subsidiary’s acquisition thereof on or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited after the Effective Date in each case accordance with this Agreement if such Liens do not apply to the any other property purchased with the (other than proceeds of such purchase money Indebtedness acquired property) of the Borrower or subject to such Capital Leaseany of its Restricted Subsidiaries; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale not prohibited hereunder; (g) Liens arising out of judgments or awards and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundernot constituting an Event of Default under Section 9.1(g); (h) Liens not otherwise permitted under this Section 8.2encumbering inventory, other than work-in-process and related property in favor of the PBGC, arising out of judgments customers or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review suppliers securing obligations and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect other liabilities (other than Indebtedness) to such judgment customers or award and; provided, further, that any suppliers to the extent such judgment shall not give rise to an Event Liens are granted in the ordinary course of Defaultbusiness and are consistent with past business practices; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States[Reserved]; (j) Liens with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the extent incurred in the ordinary course of business and consistent with past business practices; provided, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $30,000,000.00 at any time; (k) Liens securing Indebtedness incurred insurance premium financing permitted under Section 8.1(j)) under customary terms and conditions; provided provided, that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness for borrowed money) of the Borrower or any Restricted Subsidiary of the Borrower; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall only encumber Insurance Assets that relate directly not exceed $30,000,000.00 at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(l) (or any document executed by the Indebtedness such assets secure and that have an aggregate value not Borrower or any Subsidiary of the Borrower in excess of $15,000,000connection therewith); (p) [Reserved]; (q) Liens on Collateral securing Permitted Second Lien Debt; and (kr) other Liens (not covering any Inventoryon up to $300,000,000.00 of cash, Accounts bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) and Section 8.1(o) and reimbursement or other Receivables obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that the aggregate amount of any Loan Party or proceeds of any of the foregoingcash securing Indebtedness described in Section 8.1(h) shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000.00 at any time. Without limiting the foregoing limitations, (x) unless the NO 105 is a Mortgaged Vessel, the Borrower shall not, and shall not permit any of its Subsidiaries to (x) create or suffer to exist any Lien upon or with respect to the NO 105 or (y) assign any right to receive income with respect to the NO 105, in either case to secure Indebtedness for borrowed money other than NO 105 Indebtedness and (y) the Borrower shall not, and shall not permit any of its Subsidiaries to (x) create or suffer to exist any Lien upon or with respect to the Altamira Yard or (y) assign any right to receive income with respect to the Altamira Yard, in either case to secure Indebtedness for borrowed money other than hereunder and pursuant to Permitted Second Lien Debt.

Liens, Etc. Each of Group and Neither Holdings nor the Borrower will notshall, and will not or shall permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of their respective Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments or otherwise securing, directly, or indirectly, the Secured Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) without any change in the class or category of this Section 8.2 as long as such Lien does not cover any assets not subject to such Lien; (f) Liens granted in connection with Indebtedness permitted under Section 8.1(g) (Indebtedness) and limited in each case to the Lien securing Securitization Assets transferred or assigned pursuant to the Indebtedness being renewed, extended, refinanced or refundedrelated Securitization Facility; (g) Liens on assets of any JD Entity that is not a Material Loan Party securing Indebtedness incurred by such JD Entity permitted under Section 8.1(h) (Indebtedness) up to an aggregate outstanding principal amount, the Dollar Equivalent of which shall not exceed $20,000,000 at any time; (h) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;; and (hi) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations or other liabilities (other than in favor Indebtedness) of the PBGC, arising out Borrower or any of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andtheir respective Subsidiaries; provided, furtherhowever, that any the Dollar Equivalent of the aggregate outstanding amount of all such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts obligations and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each of Group The Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments securing the Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens)8.2; (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity securing Indebtedness permitted under Section 8.1(d) or (including m): (i) in assets that are not Collateral (other than equipment); (ii) in property subject to and acquired, constructed or improved with the interest proceeds of a lessor under a Capital Lease and or purchase money Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), in each case if (A) the Indebtedness secured thereby is incurred within 90 days after the date of such acquisition, construction or improvement of such property and does not exceed the lesser of the cost or Fair Market Value of such property at the time of such acquisition, construction or improvement and (B) such Liens do not apply to any other property (other than proceeds of such acquired, constructed or improved property) or assets of the Parent or any of its Restricted Subsidiaries; or (iii) to which any property is subject at the time of such Warnaco Entitythe Parent’s or a Restricted Subsidiary’s acquisition thereof on or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited after the Effective Date in each case accordance with this Agreement if such Liens do not apply to the any other property purchased with the (other than proceeds of such purchase money Indebtedness acquired property) of the Parent or subject to such Capital Leaseany of its Restricted Subsidiaries; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale not prohibited hereunder; (g) Liens arising out of judgments or awards and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundernot constituting an Event of Default under Section 9.1(g); (h) Liens not otherwise permitted under this Section 8.2encumbering inventory, other than work-in-process and related property in favor of the PBGC, arising out of judgments customers or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review suppliers securing obligations and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect other liabilities (other than Indebtedness) to such judgment customers or award and; provided, further, that any suppliers to the extent such judgment shall not give rise to an Event Liens are granted in the ordinary course of Defaultbusiness and are consistent with past business practices; (i) Liens on any bills pledged cash of lading, airway bills, receipts the Parent and other applicable documents its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (j) Liens with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the extent incurred in the ordinary course of business and consistent with past business practices; provided that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $50,000,000.00 at any time; (k) Liens securing Indebtedness incurred insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed the greater of (x) $200,000,000.00 and (y) 2.5% of Total Assets at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) Liens on Collateral securing Permitted Term Refinancing Debt and are subject to an Intercreditor Agreement; (q) Liens on Collateral securing (i) reimbursement or other obligations in an aggregate amount not to exceed at any time the Additional LC Capacity with regard to unmatured or undrawn, as applicable, Performance Guarantees or (ii) for up to 120 days after the Effective Date, obligations in respect of Hedging Contracts; provided that such Liens shall only encumber Insurance Assets that relate directly are subject to the Collateral Agency and Intercreditor Agreement; (r) Liens on assets not constituting Collateral securing Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000permitted under Section 8.1(t); and (ks) other Liens (not covering any Inventoryon cash, Accounts bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) and Section 8.1(o) and reimbursement or other Receivables obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that the aggregate amount of any Loan Party or proceeds of any of the foregoingcash, bank accounts and accounts receivable securing Indebtedness described in Section 8.1(h) shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an 50,000,000.00 at any time and the aggregate amount outstanding of cash, bank accounts and accounts receivable securing Performance Guarantees shall not exceed $300,000,000.00 at any time. Without limiting the foregoing limitations, (x) unless the NO 105 is a Mortgaged Vessel, the Parent and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the NO 105 or (ii) assign any right to receive income with respect to the NO 105, in either case to secure Indebtedness for borrowed money other than NO 105 Indebtedness and (y) the Parent and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the Altamira Yard or (ii) assign any right to receive income with respect to the Altamira Yard, in either case to secure Indebtedness for borrowed money other than hereunder.

Liens, Etc. Each of Group and the Borrower The Loan Parties will not, and will not permit any of its respective Subsidiaries other Group Member to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Original Closing Date and disclosed on Schedule 8.2 provided on the Original Closing Date; (Existing Liens)c) Customary Permitted Liens of the Group; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity any Group Member (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco EntityGroup Member’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb) or (ed) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases orleases; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, to however, that (i) the extent aggregate outstanding amount of such transactions create a Lien thereunderobligations and liabilities secured by such Liens shall not exceed $30,000,000 at any time, sale (ii) without duplication of the foregoing limit, the aggregate outstanding amount of such obligations and leaseback transactionsliabilities of Memec France secured by such Liens shall not exceed $10,000,000 at any time and (iii) without duplication of the foregoing limit, in each case to the extent aggregate outstanding amount of such operating leases or sale obligations and leaseback transactions are permitted hereunderliabilities of Memec Germany secured by such Liens shall not exceed $10,000,000 at any time; (h) Liens not otherwise permitted under this Section 8.2, other than in favor existing (i) on any asset acquired by a Group Member after the Amendment Closing Date and subject to which such asset is acquired or (ii) on any asset of any Person which becomes a Group Member after the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andAmendment Closing Date; provided, however, that (x) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Group Member, as the case may be, (y) such Lien shall not apply to any other property or assets of any other Group Member and (z) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Group Member, as the case may be; provided further, however, that in any event, such judgment shall not give rise to an Event of DefaultLiens are released within 90 days after such acquisition or such Person becoming a Group Member, as the case may be; (i) Liens on arising in connection with any bills netting or set-off arrangement entered into by any Group Member in the ordinary course of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered its banking arrangements with respect to letters of credit issued any banking institution for the benefit purpose of suppliers netting debit and credit balances on bank accounts of inventory pursuant to facilities provided to the Group Members operated on a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesnet balance basis; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to any title transfer or retention of title arrangement entered into by any Group Member (i) in the Indebtedness such assets secure ordinary course of its trading activities and that have an aggregate value (ii) not in excess connection with the incurrence of $15,000,000any Indebtedness; (k) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) held by such banking institution incurred in the ordinary course of business and which are within the general parameters customary in the banking industry; and (kl) other Liens (not covering arising under or pursuant to any Inventory, Accounts Receivables Purchase Agreement or other Receivables of any the Asset-Backed Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeAgreement.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective ---------- Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to any of its properties or assets(including, without limitation, property consisting of leasehold interests in real property), whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forincome except: (a) Purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower or any Subsidiary of Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property, or liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); provided, however, that the aggregate principal amount of the ----------------- Indebtedness secured by the Liens referred to in this clause shall not exceed $250,000 at any time outstanding; (i) Liens created pursuant to the Loan Documents; ; or (bii) Liens granted by a Foreign Subsidiary on the funds deposited in trust pursuant to subsection 1203(a) of Group securing the Indebtedness permitted under Section 8.1(g), which Liens 1993 Notes Indenture and subsection 404(1) of the Discount Notes Indenture created for the avoidance benefit of doubt shall not secure any Indebtedness under this Agreementthe holders of the 1993 Notes and the Discount Notes in connection with the 1993 Note Redemption and the Discount Note Redemption pursuant to subsection 1203(a) of the 1993 Notes Indenture and subsection 404(1) of the Discount Notes Indenture; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Any Lien securing the renewal, extension, refinancing extension or refunding of any Indebtedness secured by any Lien permitted by this Section 8.1 (other than the Indebtedness under the 1993 Notes secured by the Lien referred to in clause (cii) of subsection 8.1(b), which Indebtedness when renewed, extended or refunded in connection with the Offering and the Redemption shall thereafter be unsecured) without any increase in the amount secured thereby; (d) Liens in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by Borrower or any of its Subsidiaries in the ordinary course of business which secure its obligations to such Person; provided, however, that Borrower or such Subsidiary (i) is not in default with ----------------- respect to such payment obligation to such Person or (ii) is in good faith and by appropriate proceedings diligently contesting such obligation, and in each case the failure to pay such contested obligations would not in the aggregate have any reasonable likelihood of having a Material Adverse Effect; (e) Liens securing taxes, assessments or governmental charges or levies; provided, however, that neither Borrower nor any of this Section 8.2 as long as its Subsidiaries is ----------------- in default in respect of any payment obligation with respect thereto unless (i) it is in good faith and by appropriate proceedings diligently contesting such Lien does obligation, and (ii) the failure to pay such contested obligations would not cover in the aggregate have any assets not subject to reasonable likelihood of having a Material Adverse Effect; (f) Liens incurred or pledges and deposits made in the Lien securing the Indebtedness being renewedordinary course of business in connection with worker's compensation, extendedunemployment insurance, refinanced or refundedold-age pensions and other social security benefits; (g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in favor the ordinary course of lessors securing operating leases orbusiness; provided, however, that neither ----------------- Borrower nor any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless (i) it is in good faith and by appropriate proceedings diligently contesting such obligation, and (ii) the failure to pay such contested obligations would not in the extent such transactions create aggregate have a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderMaterial Adverse Effect; (h) Liens Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto, leases, subleases, rights of way, encroachments and other survey defects which do not otherwise permitted under this Section 8.2, other than in favor the aggregate materially detract from the value of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.property or

Liens, Etc. Each of Group From and after the Initial Funding Date, the Borrower will not, and will not permit any of its respective Subsidiaries to, create create, assume, incur, or suffer to exist, any Lien upon of any kind on or with in respect to of any Property of the Borrower or any of its properties or assetsSubsidiaries, whether now owned or hereafter acquired, or assign any right to receive income, except for:for the following (“Permitted Liens”): (a) Liens created pursuant to securing the Loan DocumentsObligations arising under this Agreement; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness under Capital Leases and purchase money Indebtedness permitted under Section 8.1(g6.2(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and any proceeds thereof, (iii) the principal amount of Indebtedness secured thereby is not increased, and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable), which and (v) the aggregate outstanding principal amount of Indebtedness secured by the Liens for the avoidance of doubt shall not secure any Indebtedness permitted under this Agreementclause (b) and the Liens permitted under clause (c) below does not at any time exceed 5% of the Borrower’s Consolidated Tangible Net Worth; (c) Liens existing on securing Indebtedness (other than Capital Leases and purchase money Indebtedness of inventory or fixed assets); provided that (i) the Closing Date aggregate outstanding principal amount of Indebtedness secured by the Liens permitted under this clause (c) and disclosed on Schedule 8.2 the Liens permitted under clause (Existing Liens)b) above does not at any time exceed 5% of the Borrower’s Consolidated Tangible Net Worth, and (ii) if such Indebtedness is Long-Term Secured Indebtedness, then the Borrower shall have complied with the requirements of Section 5.14 with respect to such Indebtedness; (d) Customary Permitted LiensLiens arising in the ordinary course of business by operation of law in connection with workers’ compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges; provided, that in each case the obligation secured is not Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (e) purchase money good faith deposits, pledges or other Liens granted by a Warnaco Entity in connection with (including the interest or to obtain or support letters of a lessor under a Capital Lease and purchase money Liens credit in connection with) bids, performance bonds, contracts or leases to which any property is subject at the time Borrower or its Subsidiaries are a party in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited business; provided, that in each case to the property purchased obligation secured is not Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseGAAP have been provided therefor; (f) mechanics’, workmen, materialmen, landlords’, carriers’ or other similar Liens arising in the ordinary course of business (or deposits to obtain the release of such Liens) and that do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Borrower or any Lien securing of its Subsidiaries, provided, that in each case the renewalobligation secured is not Indebtedness and is not overdue or, extensionif overdue, refinancing or refunding of any Indebtedness secured is being contested in good faith by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedappropriate proceedings and reserves in conformity with GAAP have been provided therefor; (g) Inchoate Liens under ERISA and liens for Taxes not yet due or which are being contested in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale good faith by appropriate proceedings and leaseback transactions, reserves in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderconformity with GAAP have been provided therefor; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in respect connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the applicable Warnaco Entity Borrower or such Subsidiary shall in good faith be prosecuting an on appeal or proceedings proceeding for review review, and in respect of for which it shall have secured obtained a subsisting stay of execution or the like pending such appeal or proceedings proceeding for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall and which would not give rise to constitute an Event of Default; (i) Liens on rights reserved to or vested in any bills municipality or governmental, statutory or public authority by the terms of ladingany right, airway billspower, receipts and other applicable documents franchise, grant, license or permit, or by any provision of title (and inventory and goods covered thereby) delivered with respect law, to letters terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of credit issued for any of the benefit property of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesPerson; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly rights reserved to the Indebtedness such assets secure and that have an aggregate value not or vested in excess any municipality or governmental, statutory or public authority to control, regulate or use any property of $15,000,000; anda Person; (k) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other Liens common ownership; (not covering l) encumbrances, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Inventoryproperty or rights-of-way of a Person for the purpose of roads, Accounts pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other Receivables natural resources, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any Loan Party property or proceeds rights-of-way; provided, that in each case the obligation secured is not Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefore; (m) zoning, planning and Environmental Laws and ordinances and municipal regulations, which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary course of business; (n) financing statements filed by lessors of property (but only with respect to the property so leased) and Liens under any conditional sale or title retention agreements entered into in the ordinary course of business; provided, that in each case the obligation secured is not Indebtedness, (o) rights of lessees of equipment owned by the Borrower or any of its Subsidiaries, and (p) any Liens on cash, short term investments and letters of credit securing Hedging Obligations of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at Borrower or any time.of its Subsidiaries entered into for non-speculative purposes,

Liens, Etc. Each of Group and the Borrower will Such Loan Party shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assetsassets including, without limitation, the Collateral, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan DocumentsDocuments and the Orders; (b) Liens leases or subleases of Real Property of a Loan Party, in each case, entered into in the ordinary course of such Loan Party’s business so long as such leases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of business of such Loan Party and (ii) materially impair the use of the Real Property subject thereto; (c) licenses or sublicenses of Intellectual Property granted by a Foreign Subsidiary any Loan Party in the ordinary course of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under business and in compliance with this Agreement; (cd) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens8.2; (e) Customary Permitted Liens on the assets of the Parent and its Subsidiaries; (f) purchase money Liens granted by a Warnaco Entity such Loan Party (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, after the date hereof, of such Warnaco EntityLoan Party’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fg) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (ed) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refunded;refunding is permitted under Section 8.1(e); NY 72168370v12 (gh) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewLoan Parties; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect cash collateral to letters secure letter of credit issued for the benefit of suppliers of inventory reimbursement obligations incurred pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j8.1(h); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group The Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments securing the Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens)8.2; (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity securing Indebtedness permitted under Section 8.1(d) or (including m): (i) in assets that are not Collateral (other than equipment); (ii) in property subject to and acquired, constructed or improved with the interest proceeds of a lessor under a Capital Lease and or purchase money Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), in each case if (A) the Indebtedness secured thereby is incurred within 90 days after the date of such acquisition, construction or improvement of such property and does not exceed the lesser of the cost or Fair Market Value of such property at the time of such acquisition, construction or improvement and (B) such Liens do not apply to any other property (other than proceeds of such acquired, constructed or improved property) or assets of the Parent or any of its Restricted Subsidiaries; or (iii) to which any property is subject at the time of such Warnaco Entitythe Parent’s or a Restricted Subsidiary’s acquisition thereof on or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited after the Effective Date in each case accordance with this Agreement if such Liens do not apply to the any other property purchased with the (other than proceeds of such purchase money Indebtedness acquired property) of the Parent or subject to such Capital Leaseany of its Restricted Subsidiaries; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale not prohibited hereunder; (g) Liens arising out of judgments or awards and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundernot constituting an Event of Default under Section 9.1(g); (h) Liens not otherwise permitted under this Section 8.2encumbering inventory, other than work-in-process and related property in favor of the PBGC, arising out of judgments customers or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review suppliers securing obligations and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect other liabilities (other than Indebtedness) to such judgment customers or award and; provided, further, that any suppliers to the extent such judgment shall not give rise to an Event Liens are granted in the ordinary course of Defaultbusiness and are consistent with past business practices; (i) Liens on any bills pledged cash of lading, airway bills, receipts the Parent and other applicable documents its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (j) Liens securing Indebtedness with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the extent incurred under Section 8.1(j)in the ordinary course of business and consistent with past business practices; provided that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of exceed $15,000,000; and50,000,000.00 at any time; (k) Liens securing insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations in an or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not to exceed the greater of (x) $20,000,000 in an aggregate amount outstanding 200,000,000.00 and (y) 2.5% of Total Assets at any time.; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) [reserved];

Liens, Etc. Each of Group The Borrower, the Parent and the Borrower will not, and their respective ---------- Subsidiaries will not permit any of its respective Subsidiaries tocreate, create assume, incur or suffer to exist, any Lien upon on or with in respect to of any of its properties or assets, Property whether now owned or hereafter acquired, or assign any right to receive income, except forthat the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens: (a) Liens created pursuant to securing the Loan DocumentsObligations; (b) Liens granted by a Foreign Subsidiary for taxes, assessments or governmental charges or levies on Property of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for Borrower or any Guarantor to the avoidance of doubt shall extent not secure any Indebtedness under this Agreementrequired to be paid pursuant to Sections 5.03; (c) Liens existing on imposed by law (such as landlords', carriers', warehousemen's and mechanics' liens or otherwise arising from litigation) (i) which are being contested in good faith and by appropriate proceedings, (ii) with respect to which reserves in conformity with GAAP have been provided, (iii) which have not resulted in any Collateral being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) neither the Closing Date Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and disclosed on Schedule 8.2 (Existing Liens)v) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change; (d) Customary Permitted Lienson leased personal property to secure solely the lease obligations associated with such property; (e) purchase money Liens granted by on the Property of or Ownership Interests in a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) Permitted Other Subsidiary securing Indebtedness permitted under Section 8.1(eset forth in paragraph (b) and limited in each case of the definition of "Permitted Other Indebtedness" incurred by such Permitted Other Subsidiary to the property purchased with extent such Indebtedness is permitted pursuant to the proceeds provisions of such purchase money Indebtedness or subject to such Capital LeaseSection 6.02; (f) any Lien on the Ownership Interests in an Unconsolidated Entity securing the renewal, extension, refinancing or refunding of any Permitted Non-Recourse Unconsolidated Entity Indebtedness secured incurred by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Unconsolidated Entity; and (g) Liens in favor of lessors securing operating leases or, granted to the extent such transactions create owner of a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided Hospitality Property subject to a Foreign Subsidiary and in respect of which all inventory and goods are located outside Permitted Property Agreement on the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventoryaccounts receivable, Accounts inventory, cash or other Receivables of any Loan Party property owned by the Borrower or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations Borrower's Subsidiary in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeconnection with such Hospitality Property.

Liens, Etc. Each of No Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, Member shall create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Amendment No. 6 Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of Group Members; (ed) purchase money or mortgage Liens granted by a Warnaco Entity any Group Member (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntityGroup Member’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) or Section 8.1(k) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money or mortgage Indebtedness or subject to such Capital Lease;Lease or assumed in connection with the Acquisition; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases (to the extent such operating leases are permitted hereunder) or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any Loan Party; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not exceed the greater of $100,000,000 and 0.432% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements); (h) any Lien in respect of Indebtedness permitted under Section 8.1(k) (Indebtedness), limited in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor property of the PBGC, arising out Person or the assets acquired with the proceeds of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultIndebtedness; (i) Liens on any bills arising in connection with the sale or disposition of lading, airway bills, receipts and other applicable documents Accounts permitted under Section 8.4(a) (Sale of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesAssets); (j) Liens securing Indebtedness incurred under pursuant to Section 8.1(j8.1(o) (Indebtedness); provided , limited in each case to property other than Collateral; (k) any Lien on hospital facilities securing obligations not constituting Indebtedness provided, however, that such the aggregate appraised value of all hospital facilities that are subject to Liens permitted by this clause (k) shall only encumber Insurance Assets that relate directly to not exceed the Indebtedness such assets secure and that have an aggregate value not in excess greater of $15,000,000150,000,000 and 0.647% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time; (l) Liens on inventory not constituting Collateral, securing trade payables incurred in the ordinary course of business; provided, however, that the aggregate book value of all such inventory that is subject to Liens permitted by this clause (l) shall not exceed the greater of $60,000,000 and 0.259% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time; (m) Liens securing Indebtedness incurred pursuant to Section 8.1(q) (Indebtedness), limited in each case to property other than Collateral; and (kn) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any in favor of the foregoingBorrower or any Guarantor securing Indebtedness permitted by Section 8.1(f) not otherwise permitted under this Section 8.2(Indebtedness), securing obligations limited in an amount not each case to exceed $20,000,000 in an aggregate amount outstanding at any time.property other than Collateral. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 750,000,000 at any time.time outstanding. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Liens, Etc. Each of Group and the Borrower will notCreate incur, and will not permit any of its respective Subsidiaries to, create assume or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsassets (including the stock of its Subsidiaries), whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)date hereof; (dii) Customary Permitted LiensLiens created by the First Mortgage Indentures, so long as by the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of an Unmatured Default or Event of Default hereunder; (eiii) purchase money Liens granted by a Warnaco Entity (including with respect to any Principal Subsidiary, “Permitted Liens” or “Permitted Encumbrances” under the interest of a lessor under a Capital Lease and purchase money Liens First Mortgage Indenture to which any property such Principal Subsidiary is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsparty, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderLiens do not secure Debt of such Principal Subsidiary; (hiv) any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Principal Subsidiary and any Lien on any assets existing at the time of acquisition thereof by the Borrower or such Principal Subsidiary or created within 180 days from the date of completion of such acquisition or construction; provided that, such Lien shall at all times be confined solely to the assets so acquired or constructed and any additions thereto; (v) any existing Liens on assets now owned by the Borrower or any Principal Subsidiary and Liens existing on assets of a corporation or other going concern when it is merged into or with the Borrower or such Principal Subsidiary or when substantially all of its assets are acquired by the Borrower or such Principal Subsidiary; provided that such Liens shall at all times be confined solely to such assets, or if such assets constitute a utility system, additions to or substitutions for such assets; (vi) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall resulting from legal proceedings being contested in good faith be prosecuting an appeal by appropriate legal or administrative proceedings for review by the Borrower or any Principal Subsidiary, and in respect of as to which it shall have secured the Borrower or such Principal Subsidiary, to the extent required by generally accepted accounting principles applied on a subsisting stay of execution pending such appeal or proceedings for review; provided it consistent basis, shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivii) Liens on any bills created in favor of lading, airway bills, receipts and the other applicable documents of title (and inventory and goods covered thereby) delivered contracting party in connection with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesadvance or progress payments; (jviii) any Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables favor of any Loan Party state of the United States or proceeds any political subdivision of any such state, or any agency of any such state or political subdivisions, or trustee acting on behalf of holders of obligations issued by any of the foregoing or any financial institutions lending to or purchasing obligations of any of the foregoing, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto; (ix) not Liens resulting from conditional sale agreements, capital leases or other title retention agreements; (x) with respect to pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Principal Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of the Borrower’s or such Principal Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer; (xi) Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings; (xii) Liens on the assets of, the stock issued by or other equity of, any Subsidiary of the Borrower created to hold generating or transmission assets if such Liens are created to secure Debt that is nonrecourse to the Borrower and is incurred to acquire, construct or otherwise develop such generating or transmission assets; (xiii) Liens created to secure Debt of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower; (xiv) any other Liens incurred in the ordinary course of business otherwise than to secure Debt; (xv) any extension, renewal or replacement of Liens permitted by clauses (i), (iii) through (v) and (vii) through (xiii); provided, however, that the principal amount of Debt secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Debt so secured and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced; and (xvi) Liens created under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeLoan Document.

Liens, Etc. Each of Group and the Borrower will The Parent shall not, and will not nor shall it permit any of its respective Subsidiaries Restricted Subsidiary to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any Restricted Subsidiary to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group created pursuant to the Revolving Credit Loan Documents securing the Indebtedness permitted under Section 8.1(g)Revolving Credit Obligations, which Liens for subject to the avoidance terms of doubt shall not secure any Indebtedness under this the Intercreditor Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted LiensLiens on the assets of the Borrower and the Restricted Subsidiaries; (e) purchase money Liens or Liens in favor of any Governmental Authority or a Subsidiary thereof granted by a Warnaco Entity the Borrower or any of the Restricted Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens or Liens in favor of such Governmental Authority or Subsidiary thereof to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntityRestricted Subsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased purchased, constructed or improved with the proceeds of such purchase money or other Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of above or this Section 8.2 as long as clause (f) without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by clause (c) or (e) of Section 8.1(Indebtedness); (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactionsa Permitted Sale Leaseback, in each case to the extent such operating leases or sale and leaseback transactions Permitted Sale Leasebacks are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person), other than in favor of or existing on assets acquired, pursuant to a Permitted Acquisition to the PBGC, arising out of judgments or awards in respect of which extent the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title such assets secure Indebtedness permitted by Section 8.1(k) (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(jIndebtedness); provided that such Liens shall attach at all times only encumber Insurance Assets that relate directly to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such assets secure Liens secured, immediately prior to such Permitted Acquisition and that have an aggregate value not in excess of $15,000,000any Permitted Refinancing thereof; and (ki) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations in an or other liabilities of any Restricted Subsidiary; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of THIRD AMENDED AND RESTATED CREDIT AGREEMENT such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 500,000,000 at any timetime outstanding.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit any of its respective Subsidiaries toincur, create assume or suffer to exist, exist any Lien upon on or with respect to any of its properties or assetsof any character (including, without limitation, accounts) whether now owned or hereafter acquired, acquired or assign any accounts or other right to receive income, except forexcept: (ai) Liens created under the First Lien Collateral Documents; provided that (i) such Liens only secure (A) Debt permitted under Section 5.02(b)(i), (B) obligations under Eligible Permitted Commodity Hedge and Power Sale Agreements (including, without limitation, the Eligible Permitted Commodity Hedge and Power Sale Agreement required pursuant to Section 5.01(s)) and (C) obligations under Secured Hedge Agreements, (ii) such Liens are subject to the Loan Documentsterms of the Intercreditor Agreement and (iii) any Commodity Hedge Counterparty party to any such Eligible Permitted Commodity Hedge and Power Sale Agreement or any Hedge Bank party to any such Secured Hedge Agreement shall have become a party to the Intercreditor Agreement as, and shall have the obligations of, a First Lien Secured Party thereunder; (bii) Liens granted by a Foreign Subsidiary of Group securing created under the Indebtedness Second Lien Collateral Documents; provided that (i) such Liens only secure Debt permitted under Section 8.1(g5.02(b)(ii), which (ii) such Liens for are subject to the avoidance terms of doubt the Intercreditor Agreement and (iii) any lender (or any agent or trustee thereof) with respect to such Debt shall not secure any Indebtedness under this Agreementhave become a party to the Intercreditor Agreement as, and shall have the obligations of a Second Lien Secured Party thereunder; (ciii) Permitted Liens; (iv) Liens existing on the Closing Date date hereof and disclosed described on Schedule 8.2 (Existing Liens)5.02(a) hereto; (d) Customary Permitted Liens; (ev) purchase money Liens granted upon or in real property or equipment acquired or held by a Warnaco Entity (including the interest Borrower or any of a lessor under a Capital Lease and its Subsidiaries in the ordinary course of business to secure the purchase money price of such property or equipment or to secure Debt incurred solely for the purpose of financing or refinancing the acquisition of any such property or equipment to be subject to such Liens, or Liens to which existing on any such property is subject or equipment at the time of acquisition (other than any such Warnaco Entity’s Liens created in contemplation of such acquisition thereof that do not secure the purchase price), or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the property purchased with the proceeds of or equipment being acquired, and no such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing renewal or refunding of any Indebtedness secured by any Lien permitted by clause (c) replacement shall extend to or (e) of this Section 8.2 as long as such Lien does not cover any assets property not theretofore subject to the Lien securing the Indebtedness being renewed, extended, refinanced renewed or refundedreplaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted under Section 5.02(b)(iv) at any time outstanding; (gvi) Liens in favor arising by virtue of lessors securing operating leases orany statutory or common law provision relating to banker’s liens, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases rights of set-off or sale and leaseback transactions are permitted hereundersimilar rights; (hvii) Liens not otherwise permitted under this Section 8.2arising from precautionary Uniform Commercial Code financing statements regarding, other than in favor and any interest or title of the PBGCa licensor, arising out of judgments lessor or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reservessublessor under, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultoperating lease; (iviii) Liens on any bills pledges or deposits of ladingCash or Cash Equivalents securing deductibles, airway billsself-insurance, receipts and other applicable documents co-payment, co-insurance, retentions or similar obligations to providers of title (and inventory and goods covered thereby) delivered with respect to letters property, casualty or liability insurance in the ordinary course of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (jix) Liens securing Indebtedness incurred arising under Capitalized Leases permitted under Section 8.1(j5.02(b)(viii); provided that no such Lien shall extend to or cover any Collateral or assets other than the property subject to such Capitalized Leases; (x) Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000securing Debt permitted under Section 5.02(b)(iii); and (kxi) any other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations Debt in an aggregate amount not to exceed $20,000,000 in an aggregate amount outstanding at any timetime $5,000,000.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity (including the interest Borrower or any Subsidiary of a lessor the Borrower under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafter) in accordance with this Agreement, in each case securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited to the property purchased (and proceeds thereof) with the proceeds subject to such Capital Lease; (e) purchase money security interests in each case any property purchased with Indebtedness incurred pursuant to Section 8.1(d); provided, however, that (i) such security interests secure purchase money Indebtedness permitted under Section 8.1(d) (Indebtedness) and are limited to the property purchased with the proceeds of such purchase money Indebtedness, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days of such acquisition or subject construction, (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or Fair Market Value of such real property, improvements or equipment at the time of such acquisition or construction and (iv) such security interests do not apply to any other property (other than proceeds of such Capital Leaseacquired or constructed property) or assets of the Borrower or any of its Subsidiaries; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb), (d) or (e) of above or this Section 8.2 as long as such Lien does not cover clause (f) without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise securing Non-Recourse Indebtedness permitted under this Section 8.2, other than in favor 8.1(g) (Indebtedness) on the assets of the PBGC, Subsidiary financed by such Non-Recourse Indebtedness; (i) Liens arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to constituting an Event of Default under Section 9.1(g) (Events of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States); (j) Liens encumbering inventory, work-in-process and related property in favor of customers or suppliers securing Indebtedness incurred under Section 8.1(j)obligations and other liabilities (other than Indebtedness) to such customers or suppliers to the extent such Liens are granted in the ordinary course of business and are consistent with past business practices; (k) Liens securing reimbursement obligations of the Borrower or a Subsidiary in respect of Performance Guarantees issued by a Person that is not an Affiliate of the Borrower or any Subsidiary or Joint Venture; provided that provided, such Liens shall only encumber Insurance Assets that relate directly be limited to (i) any contract as to which such Performance Guarantee provides credit support, (ii) any accounts receivable arising out of such contract and (iii) the deposit account into which such accounts receivable are deposited (the property described in clauses (i) through (iii), collectively, the “Performance Guarantee Collateral”); (l) Liens with respect to foreign exchange netting arrangements and other treasury or cash management arrangements to the Indebtedness extent incurred in the ordinary course of business and consistent with past business practices; provided, that the aggregate outstanding amount of all such assets secure obligations and that have an aggregate value liabilities secured by such Liens shall not in excess of exceed $15,000,00015,000,000 at any time; and (km) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations in an or other liabilities of the Borrower or any Subsidiary of the Borrower; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not to exceed $20,000,000 in an aggregate amount outstanding 10,000,000 at any time.

Liens, Etc. Each of Group and Neither the Parent nor the Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents;; 108 CREDIT AGREEMENT PRESTIGE BRANDS, INC. (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(gthis Agreement and disclosed on SCHEDULE 8.2 (EXISTING LIENS), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Customary Permitted Liens existing on the Closing Date assets of the Parent and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity any Subsidiary of Parent (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(eSECTION 8.1(d) (INDEBTEDNESS) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien granted by any Subsidiary of Parent and securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause CLAUSE (cb) or (d) above or this CLAUSE (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by SECTION 8.1(e) (INDEBTEDNESS); (gf) Liens in favor of lessors lessors, sublessors, lessees or sublessees securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (g) any Lien securing Indebtedness permitted pursuant to SECTION 8.1(l) (INDEBTEDNESS); PROVIDED, HOWEVER, that (i) such Lien exists at the time of the Permitted Acquisition relating to such Indebtedness and is not created in contemplation of or in connection with such Permitted Acquisition and (ii) such Lien secures solely fixed or capital assets acquired (or fixed or capital assets of Persons acquired) as part of such Permitted Acquisition, and no assets constituting Collateral immediately prior to such Permitted Acquisition are subject to such Lien; (h) Liens not otherwise permitted under this Section 8.2, other than on an insurance policy of the Parent and its Subsidiaries and the identifiable cash proceeds thereof in favor of the PBGC, arising out issuer of judgments or awards in respect such policy and securing Indebtedness incurred for the purpose of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review financing such policy and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultpermitted under SECTION 8.1(j) (INDEBTEDNESS); (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers the seller deemed to attach solely because of inventory pursuant the existence of cash deposits and attaching solely to facilities provided cash deposits made in connection with any letter of intent or acquisition agreement with respect to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesPermitted Acquisition; (j) Liens securing on any of the assets of a Subsidiary of the Parent that is a Non-Guarantor to secure Indebtedness incurred under Section 8.1(jof such Subsidiary permitted pursuant to SECTION 8.1(q) (INDEBTEDNESS); provided that such Liens shall only encumber Insurance Assets that relate directly to ; (k) licenses and sublicenses in the Indebtedness such assets secure and that have ordinary course of business of Intellectual Property (i) registered outside of the United States or (ii) having an aggregate value Fair Market Value the Dollar Equivalent of which does not in excess of exceed $15,000,00010,000,000; and (kl) other Liens (granted by any Subsidiary of Parent not covering any Inventory, Accounts otherwise permitted by the foregoing clauses of this SECTION 8.2 securing obligations or other Receivables liabilities of any Loan Party or proceeds of any Party; 109 CREDIT AGREEMENT PRESTIGE BRANDS, INC. PROVIDED, HOWEVER, that the Dollar Equivalent of the foregoing) aggregate outstanding amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with Closing Date (other than Liens on the proceeds equity interests of any Person that becomes a Subsidiary); provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any c▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1 (Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit any of its respective Subsidiaries toincur, create assume or suffer to exist, any Lien Lien, upon or with respect to any of its properties or assetsProperties, whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gi) Liens in favor of lessors securing operating leases or, to any of Administrative Agent on behalf of the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderLenders; (hii) Liens for taxes or assessments or other government charges or levies if not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments yet due and payable or awards in respect of which the applicable Warnaco Entity shall if due and payable if they are being contested in good faith be prosecuting an appeal or by appropriate proceedings and for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, appropriate reserves are maintained in accordance with Agreement Accounting Principles, with respect to such judgment GAAP or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultif the Property is owned by a Written-Off Subsidiary; (iiii) Liens on any bills of ladingimposed by law, airway billssuch as mechanics’, receipts materialmen’s, landlords’, warehousemen’s, and carriers’ Liens, and other applicable documents similar Liens, securing obligations incurred in the ordinary course of title (business which are not past due or which are being contested in good faith by appropriate proceedings and inventory and goods covered thereby) delivered for which appropriate reserves are maintained in accordance with respect GAAP, provided however, that Borrower shall send notice to letters Administrative Agent of credit issued for the benefit filing of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that any such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not Lien in excess of $15,000,00025,000 within seven days thereafter together with Borrower’s statement indicating the action it proposes to cause such Lien to be satisfied, dismissed and/or discharged (however, this subsection (iii) shall not apply if the Property in question is owned by a Written-Off Subsidiary); (iv) Liens under workers’ compensation, unemployment insurance, Social Security, or similar legislation; (v) Liens, deposits, or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of business; (vi) Liens described in Schedule 5.02(a) annexed hereto, provided that no such Liens or the Debt secured thereby shall be renewed, extended or refinanced (other than Liens described in (ix) below); (vii) Except in respect of a Written Off Subsidiary, judgment and other similar Liens arising in connection with court proceedings (other than those described in Section 6.01(j) hereof), provided that the execution or other enforcement of such judgment or Lien is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Easements, rights-of-way, restrictions, and other similar encumbrances with respect to real property which, either in one case or in the aggregate, do not materially interfere with Borrower’s or a Guarantor’s or a Subsidiary’s occupation, use and enjoyment of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; or (ix) Liens created, assumed or existing which arise as a result of mortgage debt incurred in connection with the acquisition, financing or refinance of mortgage debt of a Property, provided that: (A) The obligation secured by any Lien so created, assumed, or existing shall not exceed 75% of the greater of cost or appraised value of the applicable Property subject to such Lien (or in the event an appraisal is not available, Borrower shall submit to Administrative Agent a copy of the application and/or commitment letter from an Institutional Lender which makes it an express condition that the loan amount not exceed 75% of the value of the applicable Property), except upon written consent from Administrative Agent and each Lender, which may be withheld for any or no reason whatsoever; and in connection with such request for consent, Borrower shall submit to Administrative Agent in writing such information including, but not limited to, Real Estate Acquisition Information, as Administrative Agent shall reasonably require, and Administrative Agent shall reply in writing to Borrower within fourteen (14) days after receipt of all of the foregoing information; (B) Each such Lien shall attach only to the Property (or Properties) so acquired, financed or refinanced and the improvements thereon; and (kC) other Liens In the event that such Lien is against a Guarantor, if required by the lender secured by such Lien and no Event of Default has occurred, the Guaranty of such Guarantor shall be released by Administrative Agent; and (not covering any Inventory, Accounts or other Receivables of any Loan Party or D) Net proceeds of any of the foregoingsuch mortgage debt are paid to Administrative Agent pursuant to Section 2.07(c) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timehereto.

Liens, Etc. Each of Group and each of the Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g7.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)7.2; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly within 90 days thereafter) securing Indebtedness permitted under Section 8.1(e7.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c), (e), (l) or (em) of this Section 8.2 7.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedrefunded and the amount of Indebtedness secured thereby is not increased except as permitted by Section 7.1(f); (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.27.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j7.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and; (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.27.2, securing obligations in an amount not to exceed $20,000,000 50,000,000 in an aggregate amount outstanding at any time; (l) Liens granted by the Loan Parties or any of their Subsidiaries to the secured parties under the ABL Facilities to secure Indebtedness permitted by Section 7.1(b) (and any Hedging Contracts and cash management obligations secured in connection with the ABL Facilities) and Liens securing any other Secured Obligations (as defined in each of the ABL Facilities) so long as, in each instance, any such Liens on the Collateral are subject to the terms of the Intercreditor Agreement; (m) Liens on (i) Collateral or (ii) assets of any Warnaco Entity that is not a Loan Party, securing Qualifying Junior Lien Secured Debt so long as, in the case of clause (i) above, such Liens are expressly junior to the Liens securing the Obligations pursuant to the terms of the Junior Lien Intercreditor Agreement; (n) Liens on property acquired by any Warnaco Entity (to the extent such acquisitions are permitted hereunder) after the date hereof and which are in place at the time such properties are so acquired and not created in contemplation of such acquisition; (o) licenses and sublicenses of intellectual property granted in the ordinary course of business; (p) Liens on the shares issued by any joint venture (to the extent not constituting Collateral) to secured obligations owed to the other partners of such joint venture; and (q) Liens on the assets of any Warnaco Entity securing obligations under Hedging Contracts.

Liens, Etc. Each of No Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, Member shall create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Amendment No. 7 Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of Group Members; (ed) purchase money or mortgage Liens granted by a Warnaco Entity any Group Member (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntityGroup Member’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) or Section 8.1(k) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money or mortgage Indebtedness or subject to such Capital Lease;Lease or assumed in connection with the Acquisition; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases (to the extent such operating leases are permitted hereunder) or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any Loan Party; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not exceed the greater of $100,000,000 and 0.432% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements); (h) any Lien in respect of Indebtedness permitted under Section 8.1(k) (Indebtedness), limited in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor property of the PBGC, arising out Person or the assets acquired with the proceeds of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultIndebtedness; (i) Liens on any bills arising in connection with the sale or disposition of lading, airway bills, receipts and other applicable documents Accounts permitted under Section 8.4(a) (Sale of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesAssets); (j) Liens securing Indebtedness incurred under pursuant to Section 8.1(j8.1(o) (Indebtedness); provided , limited in each case to property other than Collateral; (k) any Lien on hospital facilities securing obligations not constituting Indebtedness provided, however, that such the aggregate appraised value of all hospital facilities that are subject to Liens permitted by this clause (k) shall only encumber Insurance Assets that relate directly to not exceed the Indebtedness such assets secure and that have an aggregate value not in excess greater of $15,000,000150,000,000 and 0.647% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time; (l) Liens on inventory not constituting Collateral, securing trade payables incurred in the ordinary course of business; provided, however, that the aggregate book value of all such inventory that is subject to Liens permitted by this clause (l) shall not exceed the greater of $60,000,000 and 0.259% of Consolidated Total Assets as of the most recently ended period for which Financial Statements were delivered pursuant to Section 6.1(a) or (b) (Financial Statements) at any time; (m) Liens securing Indebtedness incurred pursuant to Section 8.1(q) (Indebtedness), limited in each case to property other than Collateral; and (kn) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any in favor of the foregoingBorrower or any Guarantor securing Indebtedness permitted by Section 8.1(f) not otherwise permitted under this Section 8.2(Indebtedness), securing obligations limited in an amount not each case to exceed $20,000,000 in an aggregate amount outstanding at any time.property other than Collateral. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Liens, Etc. Each of Group and the Borrower will Such Loan Party shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as or clause (i) below without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (f) pledges of cash collateral to support Hedging Contracts in an aggregate amount not to exceed $10,000,000; (g) Liens pledges of cash collateral and deposits in favor of lessors securing operating leases or, an aggregate amount not to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderexceed $25,000,000; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall judgments not give rise to constituting an Event of Default; (i) Liens any Lien existing on any bills property of lading, airway bills, receipts and other applicable documents any Person that becomes a Subsidiary of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Borrower pursuant to facilities provided a transaction permitted by Section 8.3(k) (Investments); provided, that (i) such Lien is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) such Lien shall not apply to any other property of the Borrower or any other Subsidiary of the Borrower and (iii) such Lien shall secure only those obligations which it secures on the date such Person becomes a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;Subsidiary; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under by this Section 8.28.2 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined, securing obligations in an amount not the case of each such Lien, as of the date such Lien is incurred) of the assets subject thereto exceeds (as to exceed the Borrower and all of its Subsidiaries) $20,000,000 in an aggregate amount outstanding 500,000 at any one time.

Liens, Etc. Each The Borrower shall not, nor shall it permit any Subsidiary of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Original Effective Date (after giving effect to the Transactions) and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Original Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb) or (d) above, clause (h) below or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases orto the extent such operating leases are permitted hereunder and, to the extent such transactions create a Lien thereunderLien, sale and leaseback transactionstransactions permitted by Section 8.4(f) (Asset Sales); (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not exceed $5,000,000 at any time; AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. (h) Liens securing Indebtedness permitted under Section 8.1(k) (Indebtedness); provided that (i) such Liens were not created in contemplation of such Permitted Acquisitions and (ii) such Liens are purchase money Liens granted by the Proposed Acquisition Target or its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens on any property of Proposed Acquisition Target or its Subsidiaries) and limited in each case to the extent property purchased with the proceeds of such operating leases purchase money Indebtedness or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect subject to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultCapital Lease; (i) Liens on any bills securing judgments that do not constitute an Event of ladingDefault (or securing bonds that secure such judgments) that do not exceed, airway billsin the aggregate, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;$10,000,000; and (j) Liens on the Collateral securing Indebtedness incurred permitted under Section 8.1(j8.1(m) (Indebtedness); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the Effective Date (including “Existing Liens”), Liens outstanding on the interest Acquisition Date on assets and properties of a lessor under a Capital Lease the Target and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) its Subsidiaries (“Target Liens”), and limited in each case any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property of the Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of business to replace property covered by Existing Liens or Target Liens, and (3) de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) Purchase Money Liens; FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (iv) Liens on properties of (X) any Lien securing SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the renewalCompany principally engaged in the business of finance, extensionbanking, refinancing credit, leasing, insurance or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedother similar operations; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 750,000,000 at any timetime outstanding.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Collateral or assetsany Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date “Effective Date” (as defined in the Existing Credit Agreement as in effect on the Effective Date) and disclosed on Schedule 8.2 (Existing Liens);set forth in the Perfection Certificate, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Debt secured thereby, (giv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderany Liens permitted by clause (ii) above are terminated (and not replaced, sale and leaseback transactionsextended or renewed in accordance with clause (iii) above), in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than in favor ninety (90) days after the termination of the PBGCLien permitted by clause (ii) above, arising out of judgments or awards in respect of which and (B) any such Lien shall be granted on the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review same property (and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect any additions to such judgment property or award and; provided, further, that any property taken by the Loan Parties in replacement or substitution for such judgment shall not give rise to an Event of Default;property) as the terminated Lien, (iv) Liens on any bills of ladingRelated Intellectual Property with Persons that have entered into an agreement, airway billsreasonably satisfactory to the Co-Collateral Agents, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect acknowledging the limited license granted to letters of credit issued for the benefit of suppliers of inventory Co-Collateral Agents in such trademarks or trade names pursuant to facilities provided the ABL Loan Documents and agreeing to a Foreign Subsidiary abide by, and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that not interfere with, such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000limited license; and (kvi) Liens on the Collateral (other than the Real Estate Collateral) to secure (A) the Existing Second Lien Notes, the Existing Second Lien Term Loan and any Permitted Refinancing Debt with respect to either of them and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not to exceed, at any time outstanding, the difference between $2,000,000,000 and the principal amount of Debt outstanding pursuant to the preceding clause (A), provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) in the case of clause (B) only, the Pro Forma and Projected Capped Excess Availability is at least 15% of the Line Cap immediately after giving effect to the incurrence of such Debt, (3) such Lien shall be subordinate to the Lien of the Co-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement substantially in the form of the Existing Intercreditor Agreement, or such other form as the Co-Collateral Agents may reasonably agree, (4) if the Debt secured by such Liens (not covering any Inventory, Accounts or other Receivables is secured by both Collateral and by property and assets of any Loan Party or proceeds of any which do not constitute Collateral, the Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the foregoingholder of such Debt pursuant to an intercreditor agreement substantially in the form of the Existing Intercreditor Agreement, or such other form as the Co-Collateral Agents may reasonably agree, and (5) not otherwise permitted under this Section 8.2, securing obligations the documentation granting such Lien shall be in an amount not form and substance reasonably satisfactory to exceed $20,000,000 the Co-Collateral Agents in an aggregate amount outstanding at any timetheir Permitted Discretion.

Liens, Etc. Each of Group and the Neither Holdings nor any Borrower will notshall, and will not or shall permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of their respective Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments or otherwise securing, directly, or indirectly, the Secured Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity any Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntityBorrower’s or such Subsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1 (f) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) without any change in the class or category of this Section 8.2 as long as such Lien does not cover any assets not subject to such Lien; (f) Liens granted in connection with Indebtedness permitted under Section 8.1(g) (Indebtedness) and limited in each case to the Lien securing Securitization Assets transferred or assigned pursuant to the Indebtedness being renewed, extended, refinanced or refundedrelated Securitization Facility; (g) Liens on assets of any JD Entity that is not a Material Loan Party securing Indebtedness incurred by such JD Entity permitted under Section 8.1(h) (Indebtedness); (h) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;; and (hi) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations or other liabilities (other than in favor Indebtedness) of the PBGC, arising out any Borrower or any of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award andtheir respective Subsidiaries; provided, furtherhowever, that any the aggregate outstanding amount of all such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts obligations and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to not exceed the Indebtedness such assets secure and that have an aggregate value not in excess Dollar Equivalent of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each None of Group and the Co-Borrower, Parent or Borrower will notshall, and will not nor shall they permit any of its respective Subsidiaries Restricted Subsidiary to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign (other than as permitted by SECTION 8.4) assign, or permit any Restricted Subsidiary to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (bi) Liens granted by a Foreign Subsidiary existing on the date of Group this Agreement and disclosed on SCHEDULE 8.2 and (ii) Liens securing the Indebtedness permitted under Section 8.1(gpursuant to SECTION 8.1(B) and, during the Refinancing Grace Period only, SCHEDULE 7.11(A), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Customary Permitted Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)assets of Co-Borrower or any Restricted Subsidiary; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity Borrower or any Restricted Subsidiary (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(eSECTION 8.1(D) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLease and the proceeds thereof (including insurance proceeds) and the attachments thereto; (fe) any Lien granted by Borrower or any Restricted Subsidiary and securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb)(i) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors lessors, sublessors, lessees or sublessees securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (g) Liens securing in the aggregate not more than $100,000,000 in aggregate principal amount of Indebtedness permitted pursuant to SECTION 8.1(J); PROVIDED, HOWEVER, that (i) such Lien exists at the time of the Permitted Acquisition relating to such Indebtedness and is not created in contemplation of or in connection with such Permitted Acquisition and (ii) such Lien secures solely fixed or capital assets acquired (or fixed or capital assets of Persons acquired) as part of such Permitted Acquisition, and no assets constituting Collateral immediately prior to such Permitted Acquisition are subject to such Lien; (h) Liens not otherwise permitted under this Section 8.2, other than in favor for the benefit of the PBGC, arising out seller deemed to attach solely because of judgments the existence of cash deposits and attaching solely to cash deposits made in connection with any letter of intent or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, acquisition agreement with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaulta Permitted Acquisition; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents the assets of title (and inventory and goods covered thereby) delivered with respect a Subsidiary of Borrower that is a Non-Guarantor to letters secure Indebtedness of credit issued for the benefit of suppliers of inventory such Subsidiary permitted pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesSECTION 8.1(M); (j) licenses and sublicenses of Intellectual Property in the ordinary course of business; (k) Liens granted by Borrower or any Restricted Subsidiary not otherwise permitted by the foregoing clauses of this SECTION 8.2 securing Indebtedness incurred under Section 8.1(j)obligations or other liabilities of Borrower or any Subsidiary Guarantor; provided PROVIDED, HOWEVER, that the aggregate outstanding amount of all such obligations and liabilities shall not exceed $15,000,000 at any time; (l) in the case of Subsidiaries organized as business trusts, Liens shall only encumber Insurance Assets that relate directly on the assets of such Subsidiary in favor of the trustee of such Subsidiary in order to the Indebtedness secure such assets secure trustee's fees and that have an aggregate value not in excess of $15,000,000expenses; and (km) other Liens (not covering any Inventory, Accounts or other Receivables on an insurance policy of any Loan Party or Co-Borrower and its Subsidiaries and the identifiable cash proceeds of any thereof in favor of the foregoing) not otherwise issuer of such policy and securing Indebtedness incurred for the purpose of financing such policy and permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeSECTION 8.1(O).

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens);Effective Date, other than liens securing Priority Obligations, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as the Debt secured thereby, (iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien does (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien, (v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Collateral Agent in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not cover interfere with, such limited license; (vi) Liens to secure (A) the Existing Second Lien Notes and any assets Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not subject to exceed, at any time outstanding, the difference between $2,000,000,000 and the sum of (1) the principal amount of Debt outstanding pursuant to the preceding clause (A) and (2) the outstanding balance of the Term Loan, provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) Reserved, (3) such Lien shall be pari passu with or subordinate to the Lien of the Collateral Agent securing the Term Loans, and junior to the Lien securing the Indebtedness being renewedPriority Obligations, extendedin each case pursuant to arrangements reasonably satisfactory to the Agent (including without limitation through joinder to the Existing Intercreditor Agreement and/or the Security Agreement), refinanced or refunded;(4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Collateral Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, pari passu with the Lien of the holder of such Debt pursuant arrangements reasonably satisfactory to the Agent, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Agent in its Permitted Discretion; and (gvii) Liens in favor of lessors securing operating leases orto secure obligations under the First Lien Credit Agreement and other Priority Obligations, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000constituting Permitted Debt; and (kviii) other Liens (not covering arising under or in connection with a Credit Card Royalty Securitization; provided that any Inventory, Accounts or other Receivables of any Liens granted by a Loan Party or proceeds of any of the foregoingpursuant to this clause (viii) not otherwise permitted under this Section 8.2, securing obligations in an amount not shall be limited to exceed $20,000,000 in an aggregate amount outstanding at any timeCredit Card Program Assets.