Common use of Liens Clause in Contracts

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

Liens. The Borrower and each other Obligor will not, and will not permit any ----- of its Restricted Subsidiary Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02Section 6.02 of the Borrower Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Refinancing Indebtedness in respect thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Refinancing Indebtedness in respect thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness permitted under Section 6.016.01(c), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets plus expenses, and (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary; (e) (i) non-exclusive licenses, non-exclusive sublicenses, leases or subleases and (ii) licenses of intellectual property that are exclusive as to territory only as to geographical areas outside of the United States, granted to others in the ordinary course of business not interfering in any material respect with the business of the Obligors or any of their respective Subsidiaries; (f) the interest and title of a lessor under any lease, license, sublease or sublicense entered into by the Parent or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases; (g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (h) in the case of any Joint Venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related Joint Venture or similar agreement, in each case, in favor of the other parties to such Joint Venture; (i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; (j) Liens on ▇▇▇▇▇▇▇ money deposits of Cash or Cash Equivalents made in connection with any Acquisition not prohibited hereunder; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements; (l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Parent or any Restricted Subsidiaries in the ordinary course of business; (m) any Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of any Obligor or any Restricted Subsidiary, and (iii) such Lien secures only (x) 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 (y) any Refinancing Indebtedness with respect thereto; (n) Liens on cash deposits in respect of rental agreements in the ordinary course of business; (o) Liens securing the Obligations; (p) Liens securing Indebtedness incurred pursuant to Section 6.01(j); provided that (i) the Obligations shall be equally and ratably secured (or secured on a senior basis) by the collateral securing such Indebtedness on terms reasonably satisfactory to the Administrative Agent, and (ii) the agreements governing such Indebtedness shall provide that such Indebtedness shall be unsecured at any time that a Collateral Release Period is in effect; (q) Liens consisting of restricted cash balances not exceeding $5,000,000 at any time to secure merchant credit card processing and similar services in the ordinary course of business; (r) Liens on cash pledged to secure obligations in respect of letters of credit or bankers’ acceptances permitted under Section 6.01(q); (s) Liens arising out of consignment or similar arrangements for the sale of goods in the ordinary course of business; (t) Liens on goods in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of such goods; (u) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (v) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments; (w) Liens on amounts deposited to secure obligations in connection with the making or entering into of bids, tenders, agreements or leases in the ordinary course of business and not in connection with the borrowing of money; (x) Liens on the New Fulfillment Center or improvements thereon; provided that (i) such Liens secure Indebtedness permitted under Section 6.01(t) (and Refinancing Indebtedness in relation to such Indebtedness), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving the New Fulfillment Center plus expenses, and (iv) such security interests shall not apply to property or assets of the Parent or any Restricted Subsidiary other than assets that are or will be a part of the New Fulfillment Center; and (ey) Liens not otherwise permitted by the foregoing provisions of this Section 6.02 securing Indebtedness permitted by Section 6.01this Agreement or other obligations of the Obligors or their respective Restricted Subsidiaries in an aggregate amount not to exceed (i) prior to the first anniversary of the Effective Date, $15,000,000 or (ii) on and after the first anniversary of the Effective Date, $20,000,000, in each case, outstanding at any one time.

Liens. The Parent and the Borrower will not, and will not permit any ----- Restricted other Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Parent or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Restricted Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Restricted Subsidiary; provided that (i) such -------- security interests secure only Indebtedness permitted under Section 6.01incurred to finance the acquisition, construction or improvement of such fixed or capital assets (including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary; (e) charges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business; (f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on a net balance basis or in connection with any Bankers Automated Clearing Services facility used in the ordinary course of business; (g) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and (eh) other Liens; provided that the sum of the aggregate principal amount of obligations secured by such Liens securing plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 6.017.05(c) shall not, at any time, exceed 10% of Net Worth.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, exceptother than the following: (a) Permitted EncumbrancesLiens created under any Loan Document; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary Liens existing on the date hereof and set forth in listed on Schedule 6.02; 7.01 and any renewals or extensions thereof, provided that (i) such Lien shall the property covered thereby is not apply to any changed other property or asset -------- of the Borrower or any Restricted Subsidiary than improvements thereto and proceeds thereof, (ii) such Lien shall secure only those the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(a), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any refinancing, refunding, renewal, replacement or extension of the obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured or benefited thereby is permitted by Section 7.02(a); (c) any Lien Customary Permitted Liens; (d) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (e) Liens securing leases; (f) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted a Subsidiary or existing on any property or asset of any a Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may beapplicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted other Subsidiary (other than improvements thereto and proceeds thereof) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be applicable, and extensionsany refinancings, renewals and refundings, renewals, replacements thereof that do not increase the outstanding principal amount thereofor extensions secured or benefitted thereby is permitted by Section 7.02(e); (dg) Liens on cash, cash equivalents or other assets securing Indebtedness permitted by Section 7.02(c) or Section 7.02(i); (h) any restriction or encumbrance with respect to the pledge or transfer of the Equity Interests in a joint venture; (i) Liens on any property of any Subsidiary in favor of the Borrower or any other Subsidiary; (j) Liens on fixed or capital assets acquired, constructed constructed, repaired, replaced or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction construction, repair, replacement or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property of the Borrower or any Subsidiary, except for accessions to fixed or capital assets covered by such Lien, property financed by such Indebtedness and the proceeds and products thereof; (k) Liens created under an agreement to sell or dispose of property pending such disposal; (l) Liens not expressly permitted by clauses (a) through (k) above; provided that the aggregate principal amount of outstanding Indebtedness secured by such other Liens, when combined (without duplication) with the aggregate principal amount of Indebtedness of a Subsidiary incurred pursuant to Section 7.02(d), does not, at the time of, and after giving effect to the incurrence of such Indebtedness, exceed the Maximum Priority Debt Limit, provided that the Maximum Priority Debt Limit may be exceeded at the time of any refinancing, refunding, renewal, replacement or extension of any such Indebtedness so long as the aggregate principal amount of such refinancing, refunding, renewal, replacement or extension does not exceed the amount then outstanding except by an amount equal to a premium or other amount paid, and accrued and unpaid interest, and fees and expenses incurred in connection with the foregoing; and (m) Liens on Equity Interests of the Target constituting margin stock (within the meaning of Regulation U issued by the FRB) to the extent that the value of margin stock so encumbered exceeds 25% of the value of all other property and assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing Indebtedness permitted by Subsidiary subject to this Section 6.017.01.

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

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created pursuant to any Loan Document; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof Restatement Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Restatement Effective Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) Permitted Encumbrances; and (ef) Liens securing on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness permitted by and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.015.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.

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

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, or assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens pursuant to any Loan Document; (c) any Lien on any property or asset Property of the Borrower Company or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.026.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other property or asset -------- Property of the Borrower Company or any Restricted Subsidiary other than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Permitted Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset Property prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset Property of any Person that becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets Property of the Borrower Company or any other Restricted Subsidiary (other than the proceeds or products thereof and other than improvements and after-acquired property that is affixed or incorporated into the Property covered by such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount Permitted Refinancing Indebtedness in respect thereof; (de) Liens on fixed or capital assets acquired, constructed constructed, repaired, replaced or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancing Indebtedness permitted by clause (e) of Section 6.01) are incurred prior to or within 90 two hundred seventy (270) days after such acquisition or the completion of such construction construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not not, except as otherwise permitted by this Section 6.02, apply to any other property or assets Property of the Borrower Company or any Restricted SubsidiarySubsidiary except for accessions to such Property, Property financed by such Indebtedness and the proceeds and products thereof; andprovided further that individual financings of assets subject to such Liens provided by one lender may be cross-collateralized to other financings provided by such lender; (ef) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and rights in favor of depository and securities intermediaries (including rights of setoff) to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing); (g) Liens securing Indebtedness permitted by Section 6.01(h); provided that any such Liens on the Collateral are subject to the Intercreditor Agreement on the basis applicable to the ABL Loans; (h) Liens (i) on “▇▇▇▇▇▇▇ money” or similar deposits or other cash advances in connection with acquisitions and other investments permitted by Section 6.05 or (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 6.11 including customary rights and restrictions contained in such agreements; (i) Liens on cash and cash equivalents securing Indebtedness permitted by Section 6.01(l); (j) Liens on Property of Restricted Subsidiaries that are not Loan Parties in connection with Indebtedness of Restricted Subsidiaries that are not Loan Parties permitted by Section 6.01(g) or (k); (k) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or any Restricted Subsidiary or (ii) secure any Indebtedness; (l) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of banker’s acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business; (m) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits; (n) Liens on property or Equity Interests (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that do not constitute Collateral, which Liens secure Indebtedness and other obligations of such Foreign Subsidiary permitted under Section 6.01; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05; (q) rights of setoff relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business; (r) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Company or any Restricted Subsidiary; (s) Liens on equipment owned by the Company or any Restricted Subsidiary and located on the premises of any supplier and used in the ordinary course of business and not securing Indebtedness; (t) any restriction or encumbrance (including customary rights of first refusal and tag, drag and similar rights) with respect to the pledge or transfer of Equity Interests of (x) any Unrestricted Subsidiary, (y) any Subsidiary that is not a wholly-owned Subsidiary or (z) the Equity Interests in any Person that is not a Subsidiary; (u) Liens not otherwise permitted by this Section 6.02, provided that a Lien shall be permitted to be incurred pursuant to this clause (u) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause (u) would not exceed the greater of (x) $50,000,000 and (y) 1.75% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)); (v) Liens on any Property of (i) any Loan Party in favor of any other Loan Party (other than Holdings) and (ii) any Restricted Subsidiary that is not a Loan Party in favor of the Company or any other Restricted Subsidiary; (w) Liens on the Collateral of the Loan Parties securing Indebtedness of the Loan Parties (other than Holdings) permitted by Section 6.01(z) or (aa) so long as the holders of such Indebtedness, or a trustee or agent acting on their behalf, are parties to the Intercreditor Agreement and, if such Indebtedness is intended to be secured on a pari passu basis with the Obligations, the First Lien Intercreditor Agreement; (x) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (y) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; (z) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers; (aa) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (bb) restrictions imposed in the ordinary course of business and consistent with past practices on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers; (cc) Liens over promissory notes evidencing grower loans pledged in favor of financial institutions securing Indebtedness permitted to be incurred pursuant to clause (i) of Section 6.01; (dd) Liens on the Collateral securing Indebtedness permitted by Section 6.01(w) and (dd); provided that such Liens are junior to the Liens securing the Obligations pursuant to the terms of the Intercreditor Agreement; (ee) Liens (i) on property or assets used to defease or to satisfy and discharge Indebtedness and (i) in favor of a trustee in an indenture relating to any Indebtedness to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (ff) Liens arising in connection with sale-leaseback transactions permitted under Section 6.11; and (gg) Liens on any Property securing Indebtedness permitted by Section 6.01(c), (t), (x), and (ee); provided, that, with respect to Liens securing Indebtedness permitted by Section 6.01(c) and (t), such Liens shall be subordinated to the Liens granted hereunder, to the extent the grantor is a Loan Party.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary or CSX Conrail Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by itit (other than Unrestricted Margin Stock) to secure Debt of the Borrower, any Subsidiary or any CSX Conrail Subsidiary, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary or Conrail or any of its subsidiaries existing on the date hereof and set forth in Schedule 6.02hereof; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Borrower, any Subsidiary or any Restricted CSX Conrail Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than to finance payments made in connection therewith); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Borrower, any Subsidiary or any Restricted Subsidiary CSX/NS Entity or existing on any property or asset of any Person that becomes a Restricted Subsidiary or CSX/NS Entity after the date hereof prior to the time such Person becomes a Restricted SubsidiarySubsidiary or CSX/NS Entity; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted SubsidiarySubsidiary or CSX/NS Entity, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Borrower, any Subsidiary or any Restricted CSX Conrail Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted SubsidiarySubsidiary or CSX/NS Entity, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than to finance payments made in connection therewith); (d) Liens on railroad locomotives, auto racks, rolling stock, vessels, barges, containers, vehicles, terminals and other fixed or capital assets acquired, constructed constructed, improved or improved refurbished by or for the Borrower Borrower, any Subsidiary or any Restricted CSX Conrail Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Liens and the Indebtedness Debt secured thereby are incurred (A) prior to or within 90 days three years after such acquisition or the completion of such construction construction, improvement or improvementrefurbishment or (B) with respect to the assets of Conrail or any of its subsidiaries, not later than August 22, 2001, (iiiii) the Indebtedness Debt secured thereby does not exceed 100% of the cost of acquiring, constructing constructing, improving or improving refurbishing such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Borrower Borrower, any Subsidiary or any Restricted CSX Conrail Subsidiary; and; (e) Liens securing Debt in respect of the transactions described in Schedule 6.02; (f) Liens on assets owned by a Securitization Subsidiary granted in connection with a Securitization Transaction so long as the aggregate principal amount of Indebtedness outstanding with respect to all such Securitization Transactions does not exceed $750,000,000 at any time; and (g) Liens not otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of any Debt secured by any such Lien and after giving effect thereto, the aggregate principal amount of Debt of the Borrower and the Subsidiaries secured by Liens permitted under this clause (g), together with, without duplication, the sum of (i) the Attributable Debt then outstanding in respect of Sale/Leaseback Transactions permitted under Section 6.016.03(c) in respect of which the obligations of the Borrower or any Subsidiary do not constitute Capital Lease Obligations, (ii) the aggregate then outstanding principal amount of Allocable CSX/NS Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date then secured by Liens on the assets of any CSX/NS Entity (other than Liens which would be permitted under paragraphs (a) through (f) of this Section assuming the CSX/NS Acquisition Sub Entities were Subsidiaries) and (iii) the aggregate then outstanding Allocable CSX/NS Attributable Debt of the CSX/NS Acquisition Sub Entities incurred after the Closing Date, does not exceed an amount equal to 10% of Total Capitalization at such time.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Principal Property now owned or hereafter acquired by itit to secure Debt for Borrowed Money of the Borrower or any Subsidiary, except: (a) Permitted Encumbrances[reserved]; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02hereof; provided that (i) such Lien shall not apply to cover any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to cover any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); (d) any Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) any such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Liens and the Indebtedness Debt for Borrowed Money secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (ivii) such security interests Liens shall not apply to encumber any other property or assets of the Borrower or any Restricted SubsidiarySubsidiary or secure any Debt for Borrowed Money other than the Debt for Borrowed Money incurred to finance the acquisition, construction or improvement of such fixed or capital assets, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); and (e) Liens securing not otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of any Debt for Borrowed Money secured by any Lien and after giving effect thereto, the sum (without duplication) of (A) the aggregate outstanding principal amount of Indebtedness created, incurred or assumed pursuant to Section 6.02(b)(viii) and (B) the aggregate outstanding principal amount of Debt for Borrowed Money secured by ▇▇▇▇▇ permitted by Section 6.01under this clause (e), does not exceed an amount equal to the greater of $65,000,000 and 15% of Tangible Net Worth at such time.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, except:except for the following (the “Permitted Liens”): (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the any Borrower or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.027.01; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofClosing Date; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into any Borrower or any of its Restricted Subsidiaries or becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person is so merged or consolidated or becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the any Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect of such acquired property and assets fixed or appurtenant thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (de) Liens on fixed or capital assets acquired, constructed or improved by the any Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (f) of Section 6.017.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); (f) Liens securing Intercompany Debt permitted under Section 7.02(d), so long as any such Liens on property or assets of any Loan Party are subordinated to the Liens created under the Loan Documents on the terms provided in Annex I to the Guaranty or other terms acceptable to the Administrative Agent; (g) Extensions, renewals or replacements of any Lien referred to in clauses (c), (d) and (e) of this Section; provided that the principal amount of the Indebtedness or obligations secured thereby is not increased, and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (h) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto; (i) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.02(i); (j) Liens in favor of a seller solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition; (k) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of any Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries; (l) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection; (m) additional Liens incurred by the Company and its Restricted Subsidiaries so long as the value of the property subject to such Liens, and the Indebtedness and other obligations secured thereby do not exceed $15,000,000 at any time; (n) Liens (x) on deposit accounts established for the purpose of receiving the proceeds of Receivables sold or transferred in connection with a Permitted Receivables Sale Transaction; provided that any amounts deposited into such accounts that do not represent (i) such proceeds or (ii) amounts deposited into such accounts to establish or maintain a minimum balance shall be transferred out of such accounts by or at the direction of the Company as soon as reasonably practicable but in any event within 15 days from the date of their deposit into such accounts; and (y) on Receivables and Receivables Related Rights subject of a Permitted Receivables Sale Transaction; (o) Liens deemed to exist on assets of any Borrower or any Restricted SubsidiarySubsidiary subject to a Permitted Sale and Leaseback Transaction; provided that (i) such security interests secure Indebtedness permitted by clause (o) of Section 7.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after the closing of such Sale and Leaseback Transaction, (iii) the Indebtedness secured thereby does not exceed the fair market value of such assets, and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other than improvements, accessions, or proceeds in respect thereof and assets fixed or appurtenant thereto); and (ep) Liens securing Indebtedness permitted by Section 6.01on Receivables and Receivables Related Rights or accounts into which solely collections or proceeds thereof are deposited, in each case arising solely in connection with, and subject to, a Permitted Securitization Transaction.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.026.02 to the Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extensions, renewals or replacements; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Subsidiary (other than pursuant to a redesignation or deemed redesignation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary as provided in Section 5.12); provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extensions, renewals or replacements; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under that is not prohibited by Section 6.01, (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof; (e) licenses, sublicenses, leases or subleases granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (f) the interest and title of a lessor under any lease or sublease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases; (g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (h) in the case of any joint venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; (j) Liens on ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made in connection with any acquisition not prohibited hereunder; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the banks, securities intermediaries or other depository institutions with which such accounts are maintained, securing amounts owing to such institutions with respect to cash management and operating account arrangements; (l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) Liens securing overdraft and similar obligations that arise in connection with Payment Processing Arrangements; provided that the property covered by such Liens is limited to the Payment Processing Accounts, amounts due from payment processing counterparties and similar assets arising in connection with the Payment Processing Arrangements and the overdraft or similar obligations so secured are outstanding no longer than two Business Days after the date of their incurrence; (n) Liens to secure Incremental Equivalent Debt to the extent permitted or provided for under Section 2.18(d); (o) Liens on Securitization Assets incurred in connection with a Securitization Facility and Liens on any Securitization Assets transferred in connection with a Receivables Financing Transaction, including Liens on assets securing the Standard Securitization Undertakings and Liens on such Securitization Assets resulting from UCC filings or from re-characterization of any such sale as a financing or a loan; (p) other Liens securing obligations in an aggregate amount at any time outstanding not to exceed the greater of (x) $250,000,000 and (y) 5.0% of Consolidated Net Tangible Assets as of the last day of the most recently ended Measurement Period for which financial statements have been delivered; and (eq) Liens on PPP Loans securing Specified Indebtedness permitted by incurred pursuant to Section 6.016.01(g).

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

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, or assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens pursuant to any Loan Document; (c) any Lien on any property or asset Property of the Borrower Company or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.026.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other property or asset -------- Property of the Borrower Company or any Restricted Subsidiary other than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Permitted Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset Property prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset Property of any Person that becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets Property of the Borrower Company or any other Restricted Subsidiary (other than the proceeds or products thereof and other than improvements and after-acquired property that is affixed or incorporated into the Property covered by such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount Permitted Refinancing Indebtedness in respect thereof; (de) Liens on fixed or capital assets acquired, constructed constructed, repaired, replaced or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancing Indebtedness permitted by clause (e) of Section 6.01) are incurred prior to or within 90 two hundred seventy (270) days after such acquisition or the completion of such construction construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not not, except as otherwise permitted by this Section 6.02, apply to any other property or assets Property of the Borrower Company or any Restricted SubsidiarySubsidiary except for accessions to such Property, Property financed by such Indebtedness and the proceeds and products thereof; andprovided further that individual financings of assets subject to such Liens provided by one lender may be cross-collateralized to other financings provided by such lender; (ef) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and rights in favor of depository and securities intermediaries (including rights of setoff) to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing); (g) Liens securing Indebtedness permitted by Section 6.01(h); provided that any such Liens on the Collateral are subject to the Intercreditor Agreement on the basis applicable to the Term Loans; (h) Liens (i) on “▇▇▇▇▇▇▇ money” or similar deposits or other cash advances in connection with acquisitions and other investments permitted by Section 6.05 or (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 6.11 including customary rights and restrictions contained in such agreements; (i) Liens on cash and cash equivalents securing Indebtedness permitted by Section 6.01(l); (j) Liens on Property of Restricted Subsidiaries that are not U.S. Loan Parties in connection with Indebtedness permitted by Section 6.01(g) or (k); (k) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or any Restricted Subsidiary or (ii) secure any Indebtedness; (l) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of banker’s acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business; (m) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits; (n) Liens on property or Equity Interests of any Foreign Subsidiary which Liens secure Indebtedness or other obligations of such Foreign Subsidiary permitted under Section 6.01; provided that, in the case of any Lien on assets of any Foreign Subsidiary that is a Loan Party that are included in the Collateral, the holder of the Indebtedness secured by such Liens shall have entered into an intercreditor agreement with the Administrative Agent which intercreditor agreement shall provide that the Liens securing such other Indebtedness are pari passu or junior to the Liens under the Collateral Documents; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05; (q) rights of setoff relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business; (r) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Restricted Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Company or any Restricted Subsidiary; (s) Liens on equipment owned by the Company or any Restricted Subsidiary and located on the premises of any supplier and used in the ordinary course of business and not securing Indebtedness; (t) any restriction or encumbrance (including customary rights of first refusal and tag, drag and similar rights) with respect to the pledge or transfer of Equity Interests of (x) any Unrestricted Subsidiary, (y) any Subsidiary that is not a wholly-owned Subsidiary or (z) the Equity Interests in any Person that is not a Subsidiary; (u) Liens not otherwise permitted by this Section 6.02, provided that a Lien shall be permitted to be incurred pursuant to this clause (u) only if (i) at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause (u) would not exceed the greater of (x) $50,000,000 and (y) 1.75% of Consolidated Total Assets (as of the most recently ended fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b)) and (ii) such Lien does not encumber any ABL Priority Collateral; (v) Liens on any Property of (i) any Loan Party in favor of any other Loan Party (other than Holdings and other than Liens on any Property of the Company or any U.S. Guarantor in favor of any Foreign Loan Party), (ii) any Foreign Subsidiary in favor of any Loan Party (other than Holdings) and (iii) any Restricted Subsidiary that is not a Loan Party in favor of the Company or any other Restricted Subsidiary; (w) [Reserved]; (x) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (y) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Company and its Restricted Subsidiaries in the ordinary course of business; (z) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers; (aa) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (bb) restrictions imposed in the ordinary course of business and consistent with past practices on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers; (cc) Liens over promissory notes evidencing grower loans pledged in favor of financial institutions securing Indebtedness permitted to be incurred pursuant to clause (i) of Section 6.01; (dd) Liens on the Collateral securing Indebtedness permitted by Section 6.01(w) and (bb); provided that such Liens are junior to the Liens securing the Obligations pursuant to the terms of the Intercreditor Agreement on the basis applicable to the Junior Lien Notes; and (ee) Liens (i) on property or assets used to defease or to satisfy and discharge Indebtedness and (i) in favor of a trustee in an indenture relating to any Indebtedness to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (ff) Liens arising in connection with sale-leaseback transactions permitted under Section 6.11; and (gg) Liens on any Property securing Indebtedness permitted by Section 6.01(c), (t), (x), and (cc); provided, that, with respect to Liens securing Indebtedness permitted by Section 6.01(c) and (t), such Liens shall be subordinated to the Liens granted hereunder, to the extent the grantor is a Loan Party. Neither the Company nor any U.S. Guarantor will permit any Lien on any Accounts or Inventory of such Loan Party other than Liens pursuant to clauses (a), (b), (f), (g), (h), (i), (l), (m), (p), (q), (z), (bb) and (dd) of this Section 6.02.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.03; provided PROVIDED that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided PROVIDED that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;be; and (d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided PROVIDED that (i) such -------- security interests secure Indebtedness permitted under by clause (d) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing Indebtedness permitted by Section 6.01.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any Person, including the Borrower or any Subsidiary) now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Restricted Subsidiary and its Subsidiaries existing on the date hereof and set forth in on Schedule 6.026.02(a); provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secure on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Permitted Refinancing thereof; (b) any Lien created under the Loan Documents; (c) first-priority Liens on the Current Asset Collateral and second-priority Liens on other Collateral, each in favor of the ABL Administrative Agent and subject to the ABL Intercreditor Agreement, as collateral security for the repayment of obligations incurred by the Borrower under the ABL Facility Documentation (and any Permitted Refinancings thereof); (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall does not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (de) Liens for Taxes not yet due or which are being contested in compliance with Section 5.03; (f) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing amounts not overdue for a period of more than 30 days, or, if more than 30 days overdue, (i) which are being contested in compliance with Section 5.03 or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (g) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (h) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) zoning restrictions, easements, rights-of-way, restrictions on fixed use of real property, minor defects or capital assets acquiredirregularities of title and other similar encumbrances incurred in the ordinary course of business which, constructed or improved by in the aggregate, are not substantial in amount and do not interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; of its Subsidiaries; (j) security interests in Indebtedness permitted by Section 6.01(e) and 6.01(f) provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01are incurred, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or is created, within 90 180 days after such acquisition or the completion of such acquisition, construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of acquiringsuch assets at the time of such acquisition, constructing construction or improving such fixed or capital assets improvement and (iviii) such security interests shall do not apply to any other property or assets of the Borrower or any Restricted Subsidiary, other than any proceeds, products, accessions or improvements with respect to such assets; andprovided that individual financings of such assets provided by one lender may be cross-collateralized to other financings of fixed or capital assets provided by such lender; (ek) judgment Liens securing judgments not constituting an Event of Default under Section 7.01(i); (l) Liens securing Indebtedness permitted by Section 6.01(i) (provided that such Liens may be incurred under the ABL Facility Documentation or the Loan Documents, but not both); (m) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral or the Equity Interests of the Borrower or any Domestic Subsidiary (or the Equity Interests of any first-tier Foreign Subsidiary) and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness permitted to be incurred by Foreign Subsidiaries pursuant to Section 6.01; (n) any license or sub-license entered into in the ordinary course of business and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to intellectual property); (o) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the ordinary course of business and covering only the assets so leased; (p) Liens arising from precautionary UCC financing statements filed in connection with operating leases; (q) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Permitted Investments on deposit in one or more accounts maintained by the Borrower or any of its Subsidiaries (including any restriction on the use of such cash and Permitted Investment), in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (r) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with Permitted Acquisitions or other acquisitions permitted under Section 6.04; (s) Liens on Equity Interests in joint ventures securing obligations of such entities, and options, put and call arrangements, rights of first refusal and similar rights related to Equity Interests in joint ventures; (t) Liens in favor of the Borrower or any Subsidiary securing Indebtedness permitted under Section 6.01(d); (u) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.01(m) hereof; (v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties not yet delinquent in connection with the importation of goods in the ordinary course of business; (w) Liens arising in connection with the Fee Claims Account; and (x) other Liens securing liabilities in an aggregate amount not to exceed $5,000,000 at any time outstanding.

Liens. The Parent and the Borrower will not, and will not permit any ----- Restricted other Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Parent or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Restricted Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Restricted Subsidiary; provided that (i) such -------- security interests secure only Indebtedness permitted under Section 6.01incurred to finance the acquisition, construction or improvement of such fixed or capital assets (including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary; (e) charges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business; (f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on a net balance basis or in connection with any BACS facility used in the ordinary course of business; (g) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and (eh) other Liens; provided that the sum of the aggregate principal amount of obligations secured by such Liens securing plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 6.017.05(c) shall not, at any time, exceed 10% of Net Worth.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including stock or other securities of any person) of Parent or any Subsidiary now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens on property or assets of Parent and the Subsidiaries existing on the Closing Date and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a) and any modifications, replacements, renewals or extensions thereof; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted EncumbrancesRefinancing Indebtedness in respect of such obligations permitted by Section 6.01) and shall not subsequently apply to any other property or assets of Parent or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof; (b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements); (c) any Lien on any property or asset of the Borrower Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property securing Indebtedness or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof Permitted Refinancing Indebtedness permitted by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted SubsidiarySection 6.01(h); provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person person becoming a Restricted Subsidiary, as the case may be, and (ii) such Lien shall does not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary and (iii) of the Subsidiaries not securing such Lien shall secure only those obligations which it secures on Indebtedness at the date of the acquisition of such acquisition property or asset and accessions and additions thereto and proceeds and products thereof (other than accessions thereto and proceeds thereof so acquired or any after-acquired property of such person becoming a Subsidiary (but not of Parent or any other Loan Party, including any Loan Party into which such acquired entity is merged) required to be subjected to such Lien pursuant to the date terms of such Person becomes a Restricted Subsidiary, as the case may be Indebtedness (and extensions, renewals and replacements thereof that do not increase the outstanding principal amount refinancings thereof)); (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith in compliance with Section 5.03; (e) Liens imposed by law, constituting landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Parent or any Subsidiary shall have set aside on fixed its books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or capital any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens 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 Parent or any Subsidiary; (g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof), in each case to the extent such deposits and other Liens are incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning, land use and building restrictions, regulations and ordinances, easements, survey exceptions, minor encroachments by and on the Real Property, railroad trackage rights, sidings and spur tracks, leases (other than Capitalized Lease Obligations), subleases, licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, reservations, restrictions and leases of or with respect to oil, gas, mineral, riparian and water rights and water usage, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of Parent or any Subsidiary; (i) Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of Parent or any Subsidiary other than the property or assets acquired, constructed leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates) (it being understood that with respect to any Liens on the Borrower Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness shall also be Junior Liens); (j) Liens arising out of any Permitted Sale Lease-Back Transaction, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; (k) non-consensual Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) any interest or title of a ground lessor or any Restricted other lessor, sublessor or licensor under any ground leases or any other leases, subleases or licenses entered into by Parent or any Subsidiary in the ordinary course of business, and all Liens suffered or created by any such ground lessor or any other lessor, sublessor or licensor (or any predecessor in interest) with respect to any such interest or title in the real property which is subject thereof; (m) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of Parent or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of Parent or any Subsidiary in the ordinary course of business; (n) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (o) Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar obligations permitted under Section 6.01(f) or (o) and incurred in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Indebtedness for borrowed money; (p) leases or subleases, and licenses or sublicenses (including with respect to any fixtures, furnishings, equipment, vehicles or other personal property, or Intellectual Property), granted to others in the ordinary course of business not interfering in any material respect with the business of Parent and its Subsidiaries, taken as a whole; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (r) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Parent or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (s) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 6.01; (t) Liens on any amounts held by a trustee under any indenture or other 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; (u) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (v) agreements to subordinate any interest of Parent or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by Parent or any Subsidiary pursuant to an agreement entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (x) Liens (i) on Equity Interests in joint ventures that are not Subsidiaries (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests in Unrestricted Subsidiaries; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (z) Liens in respect of Qualified Receivables Facilities entered into in reliance on Section 6.01(t) that extend only to Permitted Receivables Facility Assets, Permitted Receivables Related Assets or the Equity Interests of any Receivables Entity; (aa) Liens securing insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums; (bb) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple or freehold interest (or any superior leasehold interest) is subject; (cc) Liens securing Indebtedness or other obligations (i) of Parent or a Subsidiary in favor of any Loan Party and (ii) of any Subsidiary that is not a Guarantor in favor of any Subsidiary that is not a Guarantor; (dd) Liens on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (ee) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bank guarantee issued or created for the account of Parent or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of Parent or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (ff) Subordination, non-disturbance and/or attornment agreements with any ground lessor, lessor or any mortgagor of any of the foregoing, with respect to any ground lease or other lease or sublease entered into by Parent or any Subsidiary; (gg) Liens on Collateral that are Other First Liens or Junior Liens, so long as such Other First Liens or Junior Liens secure Indebtedness permitted by Section 6.01(b), Section 6.01(l) or 6.01(v) and guarantees thereof permitted by Section 6.01(m); (hh) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by Parent or any of the Subsidiaries in the ordinary course of business; (ii) With respect to any Real Property which is acquired in fee after the Closing Date, Liens which exist immediately prior to the date of acquisition, excluding any Liens securing Indebtedness which is not otherwise permitted hereunder; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, Lien is not created in contemplation of or in connection with such acquisition and (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby Lien does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiaryof its Subsidiaries; (jj) other Liens with respect to property or assets of Parent or any Subsidiary securing (x) obligations in an aggregate outstanding principal amount that, together with the aggregate principal amount of other obligations that are secured pursuant to this clause (jj), immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $400,000,000 and 4.0% of Consolidated Total Assets when incurred, created or assumed and (y) Permitted Refinancing Indebtedness incurred to Refinance obligations secured pursuant to the preceding clause (x); (kk) in the case of (A) any subsidiary of Parent that is not a Wholly Owned Subsidiary or (B) the Equity Interests in any person that is not a subsidiary of Parent, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such subsidiary or such other person set forth in the organization documents of such subsidiary or such other person or any related joint venture, shareholders’ or similar agreement; and (ell) Liens securing to secure Indebtedness permitted under Section 6.01(dd); For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (ll) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (ll), Parent may, in its sole discretion, classify or divide such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.016.02 and will be entitled to only include the amount and type of such Lien or such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof). In addition to the foregoing, Parent will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on or over the Equity Interests of any Subsidiary organized in Italy under any security agreement that is expressed to be governed by Italian law securing Consolidated Debt, unless (i) such Subsidiary constitutes an Immaterial Subsidiary at the time such Lien is granted or (ii) such Equity Interests are pledged pursuant to any security agreement in favor of the Collateral Trustee for the benefit of the Secured Parties that is expressed to be governed by Italian law.

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

Liens. (a) The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable, other than sales of delinquent accounts receivable for collection purposes in the ordinary course of business) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ciii) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (div) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (iA) such -------- security interests secure Indebtedness permitted under by clause (v) of Section 6.016.01(a), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (ev) Liens securing Indebtedness permitted in the form of options on the Common Stock held by Section 6.01the Borrower and Holdings issued to directors and employees of Holdings, the Borrower and the Subsidiaries. (b) Holdings will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except Liens created under the Loan Documents and Permitted Encumbrances.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof (other than sales of delinquent receivables and sales of receivables in the ordinary course of business (other than Securitization Transactions and factoring transactions) for the purpose of accelerating collection of such receivables), except: (a) Liens created under the New Facility Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary Subsidiary, and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness permitted under by clause (h) or (j) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (f) Liens on assets of Foreign Subsidiaries (other than the European JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred under Section 6.01(f); (g) Liens in connection with Securitization Transactions permitted under Section 6.01(g) and (r); (h) Liens in connection with Sale and Leaseback Transactions permitted by Section 6.03; (i) Liens on specific items of inventory or other goods (and proceeds thereof) securing obligations in respect of bankers' acceptances issued for the account of the Borrower or a Subsidiary to facilitate the purchase, shipment or storage of such items of inventory or other goods; (j) Liens on specific items of inventory or other goods and related documentation (and proceeds thereof) securing reimbursement obligations in respect of trade letters of credit issued to ensure payment of the purchase price for such items of inventory or other goods; (k) any interest of a lessor in property subject to an operating lease; (l) Liens referred to in policies of title insurance with respect to Mortgaged Property delivered to the Administrative Agent prior to the Effective Date; and (em) other Liens securing on assets not constituting Collateral; provided that the aggregate amount of the Indebtedness permitted and other obligations secured by Section 6.01such Liens shall at no time exceed $25,000,000.

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

Liens. The Borrower Parent and the Borrowers will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created under the Loan Documents and the Liens securing the obligations under the ABL Facility; provided that certain Liens created under the ABL Facility are subordinated to the Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Liens; (c) [Reserved] (d) any Lien existing on any property or asset or Equity Interest prior to the acquisition thereof by the Borrower Parent or any Restricted Subsidiary of the Parent or existing on any property or asset or Equity Interests of any Person that is merged into or becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Restricted Subsidiary; , provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary of the Parent (other than improvements and accessions to, or replacements of, such property or proceeds or distribution thereof) and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except to the extent of fees, premiums, and interest on such Indebtedness or on refinancings, refundings, renewals, extensions or replacements thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens on assets of the U.S. Borrower, a Subsidiary of the U.S. Borrower or an Acquired Loan Party securing Indebtedness permitted by Section 6.016.01(a)(xiv) and Section 6.01(a)(xvii); (f) any interest or title of a lessor, lessee, tenant, licensor, licensee, or sublessor, sublessee, subtenant or sublicensee under any lease, license, sublicense or sublease or other agreement (including any estoppel or subordination, non-disturbance or attornment agreement) (collectively, “Leases”) entered into by the Cayman Distributor, the U.S. Borrower, any Subsidiary of the U.S. Borrower or an Acquired Loan Party in the ordinary course of its business and covering only the assets so leased, licensed, sublicensed or subleased, and in the case of Leases in which there is a superior interest to U.S. Borrower or any other Subsidiary, all Liens, charges, encumbrances, defects, exceptions and other title matters (incurred by or at the request of such superior interest or pursuant to the terms of the Leases), to which the Leases may be subject; (g) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements (and proceeds thereof); (h) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets and (ii) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (i) Liens in favor of collecting banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party on deposits with or in possession of such banks, other than those relating to Indebtedness; (j) Liens on amounts being held in escrow pending a Permitted Acquisition; (k) Liens securing Indebtedness permitted pursuant to Section 6.01(a)(xiv); provided, in the case of any such Indebtedness in respect of Capital Lease Obligations, mortgage financings or purchase money obligations, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness (or, in the case of any refinancing of such Indebtedness, acquired with the proceeds of any such Indebtedness so refinanced); (l) Liens in favor of the ABL Collateral Agent securing Hedging Agreements with the ABL Collateral Agent, any lender under the ABL Facility or a Related Party thereof; provided that certain Liens created under the ABL Facility are subordinated to the Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (n) Liens in connection with the Luxembourg Equity Arrangements; (o) Liens on the Equity Interests of the Unrestricted Subsidiaries; (p) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any time outstanding; and (q) Liens securing any Refinancing Indebtedness.

Liens. The Borrower and each other Obligor will not, and will not permit any ----- of its Restricted Subsidiary Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02Section 6.02 of the Borrower Disclosure Letter and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Refinancing Indebtedness in respect thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Refinancing Indebtedness in respect thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness permitted under Section 6.016.01(c), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets plus expenses, and (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Restricted Subsidiary; (e) (i) non-exclusive licenses, non-exclusive sublicenses, leases or subleases and (ii) licenses of intellectual property that are exclusive as to territory only as to geographical areas outside of the United States, granted to others in the ordinary course of business not interfering in any material respect with the business of the Obligors or any of their respective Subsidiaries; (f) the interest and title of a lessor under any lease, license, sublease or sublicense entered into by the Parent or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases; (g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (h) in the case of any Joint Venture, any put and call arrangements related to its Equity Interests set forth in its organizational documents or any related Joint Venture or similar agreement, in each case, in favor of the other parties to such Joint Venture; (i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; (j) Liens on ▇▇▇▇▇▇▇ money deposits of Cash or Cash Equivalents made in connection with any Acquisition not prohibited hereunder; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to Cash and Cash Equivalents on deposit in one or more accounts maintained by the Parent or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank or banks with respect to cash management and operating account arrangements; (l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Parent or any Restricted Subsidiaries in the ordinary course of business; (m) any Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of any Obligor or any Restricted Subsidiary, and (iii) such Lien secures only (x) 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 (y) any Refinancing Indebtedness with respect thereto; (n) Liens on cash deposits in respect of rental agreements in the ordinary course of business; (o) Liens securing the Obligations; (p) Liens securing Indebtedness incurred pursuant to Section 6.01(j); provided that (i) the Obligations shall be equally and ratably secured (or secured on a senior basis) by the collateral securing such Indebtedness on terms reasonably satisfactory to the Administrative Agent, and (ii) the agreements governing such Indebtedness shall provide that such Indebtedness shall be unsecured at any time that a Collateral Release Period is in effect; (q) Liens consisting of restricted cash balances not exceeding $5,000,000 at any time to secure merchant credit card processing and similar services in the ordinary course of business; (r) Liens on cash pledged to secure obligations in respect of letters of credit or bankers’ acceptances permitted under Section 6.01(q); (s) Liens arising out of consignment or similar arrangements for the sale of goods in the ordinary course of business; (t) Liens on goods in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with the importation of such goods; (u) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (v) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments; (w) Liens on amounts deposited to secure obligations in connection with the making or entering into of bids, tenders, agreements or leases in the ordinary course of business and not in connection with the borrowing of money; (x) Liens on the New Fulfillment Center or improvements thereon; provided that (i) such Liens secure Indebtedness permitted under Section 6.01(t) (and Refinancing Indebtedness in relation to such Indebtedness), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving the New Fulfillment Center plus expenses, and (iv) such security interests shall not apply to property or assets of the Parent or any Restricted Subsidiary other than assets that are or will be a part of the New Fulfillment Center; and (ey) Liens not otherwise permitted by the foregoing provisions of this Section 6.02 securing Indebtedness permitted by Section 6.01this Agreement or other obligations of the Obligors or their respective Restricted Subsidiaries in an aggregate amount not to exceed $10,000,000 outstanding at any one time.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided PROVIDED that (i) such Lien shall not apply to any other property or asset -------- of any of the Borrower Borrowers or any Restricted Subsidiary of their Subsidiaries and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided PROVIDED that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of any of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided PROVIDED that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; and; (e) Liens securing Indebtedness on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries; and (f) other Liens not expressly permitted by clauses (a) through (d) above; PROVIDED that the sum of (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under this clause (f) and (ii) the Attributable Debt permitted by Section 6.016.02(b) does not at any time exceed 25% of Consolidated Net Worth.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Material Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of such date; (d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of the date such Lien is granted; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Lien and the Indebtedness Debt secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) any Lien on the property or assets of any Subsidiary of the Company in favor of the Company or any wholly owned Subsidiary (other than a Lien in favor of a non-Material Subsidiary); (f) any Lien on equipment (including printing presses and data-processing equipment) owned by the Company or any Subsidiary and located on the premises of any supplier and used in the ordinary course of the Company's or such Subsidiary's business; (g) any judgment or judicial attachment Lien with respect to any judgment that does not constitute an Event of Default; (h) any Lien securing any reimbursement, indemnification or similar obligation or liability incurred in the ordinary course of business in connection with any letter of credit, letter of guaranty, banker's acceptance, ▇▇▇▇ of exchange or similar instrument to backstop trade obligations of the Company or a Subsidiary; (i) any Lien imposed by law where (x) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Company or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (y) the failure to remove such Lien could not reasonably be expected to result in a Material Adverse Effect; (j) any Lien deemed to exist by virtue of any Capital Lease Obligation not otherwise prohibited hereunder; (k) any Lien arising under any Loan Document; (l) any Lien identified on Schedule 6.06 securing any Debt of any Subsidiary; and (em) any Liens securing Indebtedness Debt or any other monetary obligation if, immediately after the incurrence thereof, all amounts of Debt and other monetary obligations secured by Liens which would not be permitted by but for this clause (m), when aggregated with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Section 6.016.02 and the amount of Subsidiary Debt permitted pursuant to Section 6.06(e), do not, in the aggregate, exceed 7.5% of Consolidated Assets at the last fiscal quarter end for which financial statements have been delivered.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary or is merged or consolidated with the Borrower or any Subsidiary after the date hereof prior to the time such Person becomes a Restricted SubsidiarySubsidiary or is so merged or consolidated; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition acquisition, merger or consolidation or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition acquisition, merger or consolidation 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; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (e) customary bankers’ Liens and rights of setoff arising by operation of law and incurred on deposits made in the ordinary course of business; and (ef) Liens securing in connection with or to secure Indebtedness permitted by Section 6.01arising under Permitted Receivables Facilities.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary other Loan Party to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by itit (including any real property), or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Secured Obligations; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary Loan Guarantor (other than a License Subsidiary) existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary Loan Guarantor and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary Loan Guarantor (other than a License Subsidiary) or existing on any property or asset of any Person that becomes a Restricted Subsidiary Loan Guarantor (other than a License Subsidiary) after the date hereof prior to the time such Person becomes a Restricted Loan Guarantor (other than a License Subsidiary); provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Loan Guarantor (other than a License Subsidiary); provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) except with respect to Capital Lease Obligations, the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted SubsidiaryLoan Guarantor; (f) landlords’ Liens; (g) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves are maintained on the books of the Borrower or a Loan Guarantor, as the case may be, in conformity with GAAP; (h) Liens that secure Borrower’s or any Loan Party’s obligations under an option to purchase or sell securities entered into in the ordinary course of such Person’s cash management operations; and (ei) Liens securing on cash and Cash Equivalents, provided that such security interests secure Indebtedness permitted by Section 6.016.01(k), such cash collateral not to exceed $5,000,000 at any time.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness permitted under by clause (d) of Section 6.017.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 120 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing Indebtedness permitted by Section 6.01any Lien created under any Loan Document.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in on Schedule 6.02; 7.02, provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Restricted Subsidiary; , provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or of such Person becoming a Restricted Subsidiary, as the case may beapplicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; , provided that (i) such -------- security interests secure Indebtedness permitted under by clause (iii) of Section 6.017.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and; (e) possessory Liens securing Indebtedness permitted in favor of lessees or sublessees of property leased or subleased by Section 6.01the Borrower or any Subsidiary to such Person in the ordinary course of business of the Borrower or such Subsidiary, provided that such Liens attach only to such property and (f) Liens created under the Security Documents.

Liens. The Neither the Borrower nor any Subsidiary will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable and royalties) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Original Effective Date and set forth in on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof Original Effective Date and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the Borrower or a Subsidiary in a transaction permitted hereunder) after the date hereof Original Effective Date prior to the time such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may beSubsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other property or assets asset of the Borrower or any Restricted Subsidiary (other than, in the case of any such merger or consolidation, the assets of any Person that is a party thereto) and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated), as the case may be and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof; (de) Liens on fixed or capital assets or Intellectual Property acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure only Indebtedness permitted under by Section 6.01, 6.01(e) and obligations relating thereto not constituting Indebtedness and (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets asset of the Borrower or any Restricted Subsidiary (other than the proceeds and products thereof); provided further that in the event purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets or Intellectual Property financed by such Person; (f) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders or similar agreement; (h) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (i) any Lien on assets of any Foreign Subsidiary; provided that (A) such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of any Loan Party and (B) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; and (ej) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the foregoing, no Lien, other than Liens permitted by Section 6.01under clauses (a), (b), (e), (i) and (j) of the definition of the term “Permitted Encumbrances” and clauses (a), (d), (e) and (f) above, may attach to any Account or Intellectual Property of the Borrower or any Loan Party.

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

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

Liens. The Borrower Parent will not, and will not permit the Issuer or any ----- Restricted Subsidiary Guarantor to, create, incur, assume create or permit to exist any Lien on upon any property Principal Property owned by Parent, the Issuer or asset now owned any Subsidiary Guarantor or hereafter acquired by itupon any Equity Interests issued by, exceptor Indebtedness of, any direct or indirect Subsidiary of Parent that directly or indirectly owns a Principal Property to secure any Indebtedness of Parent, the Issuer or any Subsidiary Guarantor without providing for the notes to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of: (1) Liens securing Indebtedness of Parent, the Issuer or any Subsidiary Guarantor under one or more Credit Facilities in an aggregate principal amount pursuant to this clause (1) of Section 4.07, measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not exceeding the greatest of (a) Permitted Encumbrances20% of Total Assets, (b) $1,000.0 million and (c) 2.5 times Adjusted LTM CFADS; (b2) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofExisting Liens; (c3) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset Liens securing Indebtedness of any Person that becomes a Restricted Subsidiary (a) is acquired by Parent or any of its Subsidiaries after the date hereof prior to of this Indenture, (b) is merged or amalgamated with or into Parent or any of its Subsidiaries after the time date of this Indenture or (c) becomes consolidated in the financial statements of Parent or any of its Subsidiaries after the date of this Indenture in accordance with GAAP; provided, however, that in each case contemplated by this clause (3), such Person becomes a Restricted Subsidiary; provided that (i) such Lien is Indebtedness was not created incurred in contemplation of such acquisition, merger, amalgamation or in connection -------- with such acquisition or such consolidation and is only secured by Liens on the Equity Interests and assets of, the Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets and Subsidiaries of the Borrower Person) acquired by, or merged or amalgamated with or into, or consolidated in the financial statements of, Parent or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofits Subsidiaries; (d4) Liens securing Indebtedness of Parent, the Issuer or any Subsidiary Guarantor incurred to finance (whether prior to or within 365 days after) the acquisition, construction or improvement of assets (whether through the direct purchase of assets or through the purchase of the Equity Interests of any Person owning such assets or through an acquisition of any such Person by merger); provided, however, that such Indebtedness is only secured by Liens on fixed or capital the Equity Interests and assets acquired, constructed or improved by the Borrower in such financing; (5) Liens in favor of Parent or any Restricted Subsidiaryof its Subsidiaries; (6) Liens securing Hedging Obligations; provided that such agreements were not entered into for speculative purposes (ias determined by the Issuer in its reasonable discretion acting in good faith); (7) such -------- security interests Liens relating to current or future escrow arrangements securing Indebtedness of Parent, the Issuer or any Subsidiary Guarantor; (8) Liens to secure Indebtedness permitted under Section 6.01Environmental CapEx Debt or Necessary CapEx Debt that encumber only the assets purchased, (ii) such security interests and installed or otherwise acquired with the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion proceeds of such construction Environmental CapEx Debt or improvementNecessary CapEx Debt; (9) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of Parent, the Issuer or any Subsidiary Guarantor, including rights of offset and set-off; (iii10) Refinancing Liens; (11) Liens on the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property stock or assets of Project Subsidiaries securing Project Debt of one or more Project Subsidiaries; (12) Liens on cash and cash equivalents securing Indebtedness incurred to finance an acquisition of assets or a business or multiple businesses; provided, that within 180 days from the Borrower date the related Indebtedness was Incurred, such cash or cash equivalents are used to (a) fund the acquisition (or a similar transaction), including any Restricted Subsidiaryrelated fees and expenses, and the related Indebtedness is (1) secured by Liens otherwise permitted under this Section 4.07 or (2) unsecured; or (b) retire or repay the Indebtedness that it secures and to pay any related fees and expenses; (13) Liens on the property of any Project Subsidiary securing performance of obligations under power purchase agreements and agreements for the purchase and sale of energy and renewable energy credits, climate change levy exemption certificates, embedded benefits and other environmental attributes; and (e14) other Liens, in addition to those permitted in clauses (1) through (13) above of this Section 4.07, securing Indebtedness of Parent, the Issuer or any Subsidiary Guarantor having an aggregate principal amount, measured as of the date of creation of any such Lien and the date of incurrence of any such Indebtedness, not to exceed the greater of (i) 2.0% of Total Assets and (ii) $135.0 million. Liens securing Indebtedness under the New Revolver and the New Term Loan existing on the date of this Indenture will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of this Section 4.07. For purposes of determining compliance with this Section 4.07, in the event that a proposed Lien meets the criteria of more than one of the categories of Liens described in clauses (1) through (14) of this Section 4.07, the Issuer will be permitted to classify such Lien on the date of its incurrence, or later reclassify all or a portion of such Lien, in any manner that complies with this Section 4.07. If Parent, the Issuer or any Subsidiary Guarantor proposes to create or permit to exist any Lien upon any Principal Property owned by Parent, the Issuer or any Subsidiary Guarantor or upon any Equity Interests of any direct or indirect Subsidiary of Parent to secure any Indebtedness of Parent, the Issuer or a Subsidiary Guarantor, other than as permitted by clauses (1) through (14) of this Section 6.014.07, the Issuer will give prior written notice thereof to the trustee, who will give notice to Holders, and Parent, the Issuer and each Subsidiary Guarantor, as applicable, will further agree, prior to or simultaneously with the creation of such Lien, effectively to secure all the notes equally and ratably with (or prior to) such other Indebtedness, for so long as such other Indebtedness is so secured.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset any income or revenues or rights in respect of any thereof now owned or hereafter acquired by it, except: (a) Permitted EncumbrancesLiens on property of the Borrower and the Subsidiaries existing on the Closing Date and set forth in Schedule 6.02 and modifications, refinancings, extensions, renewals and replacements thereof; provided, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof and (ii) the modification, refinancing, extension, renewal and replacement thereof of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 6.01; (b) any Lien on any property or asset of created under the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofLoan Documents; (c) First Priority Liens (including, for the avoidance of doubt, in connection with the cash collateralization of any letter of credit issued under the First Lien Credit Agreement); (d) any Lien existing on any property or asset prior to the acquisition thereof acquired by the Borrower or any Restricted Subsidiary of its Subsidiaries after the Closing Date (if such Lien existed prior to the acquisition of such asset) or existing on any property or asset assets of any Person person that becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person person becomes a Restricted Subsidiary, as the case may be and any modification, refinancing, extension, renewal and replacement thereof; provided provided, that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person person becoming a Restricted Subsidiary, (ii) in the case of Liens securing purchase money Indebtedness or Capital Lease Obligations, such Lien does not apply to any other property or assets of Holdings, the Borrower or any Subsidiary (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, 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); provided, that individual financings otherwise permitted to be secured hereunder provided by one person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates), (iii) in the case of Liens securing Indebtedness other than purchase money Indebtedness or Capitalized Lease Obligations, such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person and (iv) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extensions thereof) is permitted under Section 6.01; (e) Liens for taxes (i) which are not yet overdue for a period of more than 30 days, or, (ii) if more than 30 days overdue (x) so long as the validity or amount thereof is (A) being contested in good faith, (B) by appropriate proceedings diligently conducted and (C) with respect to which adequate reserves in accordance with GAAP have been established or (y) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (f) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords, construction contractors or other like Liens arising in the ordinary course of business and securing obligations which are not overdue for a period of more than 30 days, or, if more than 30 days overdue, (i) 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 in accordance with GAAP or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (i) Liens incurred in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations, (ii) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies or (iii) obligations in respect of letters of credit or bank guarantees that have been posted by Holdings or any of its Subsidiaries to support the payment of the items set forth in clauses (i) and (ii) of this Section 6.02(g); (h) (i) deposits to secure the performance of bids, trade contracts (other than Indebtedness for borrowed money), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature incurred in the ordinary course of business (including Hedging Agreements) and (ii) obligations in respect of letters of credit or bank guarantees that have been posted by the Borrower or any of its Subsidiaries to support the payment of items set forth in clause (i) of this Section 6.02(h); (i) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of Holdings or any of its Subsidiaries; (j) purchase money security interests in property acquired (or, in the case may beof improvements, constructed) by the Borrower or any Subsidiary; provided, that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such Lien shall security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), and (iii) such security interests do not apply to any other property or assets of the Borrower or any Restricted Subsidiary Subsidiary; provided, that individual financings otherwise permitted to be secured hereunder provided by one person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates); (k) judgment Liens securing judgments not constituting an Event of Default under Article VII; (l) any interest or title of a lessor or sublessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and covering only the assets so leased and any Liens of such lessor’s or sublessor’s interest or title; (m) Liens (i) on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens, (ii) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) such Lien shall secure only those in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, (iv) relating to a pooled deposit or sweep accounts of Holdings or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations which it secures on incurred in the date ordinary course of business of such acquisition person or (v) relating to purchase orders and other similar agreements entered into in the date ordinary course of business; (i) leases, subleases, licenses or sublicenses granted to any other person in the ordinary course of business and (ii) the rights reserved or vested in any person by the terms of any lease, license, franchise, grant or permit held by Holdings or any of its Subsidiaries or by a statutory provision to terminate any such Person becomes lease, license, franchise, grant or permit or to require periodic payments as a Restricted Subsidiarycondition to the continuance thereof; (o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (p) Liens (i) (A) on advances of cash or Permitted Investments in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment, and (B) consisting of an agreement to dispose of any property in an Asset Sale permitted under Section 6.05, in each case, solely to the extent such Investment or Asset Sale, as the case may be be, would have been permitted on the date of the creation of such Lien and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof(ii) on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (dq) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets in favor of the Borrower or any Restricted Subsidiary; and (e) Liens Subsidiary securing Indebtedness permitted by under Section 6.01.6.04(a) or other obligations (other than

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any person, including the Borrower or any Subsidiary) now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Restricted Subsidiary and the Subsidiaries existing on the date hereof Closing Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secured on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase permitted hereunder; (b) any Lien created under the outstanding principal amount thereofLoan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset assets of any Person person that becomes a Restricted Subsidiary after the date hereof Closing Date prior to the time such Person person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall does not apply to any other property or assets of Parent, the Borrower or any Restricted Subsidiary (other than affixed or incorporated into the property covered by such Lien) and (iii) such Lien shall secure secures only those obligations which it secures on the date of such acquisition or the date such Person person becomes a Restricted Subsidiary, as the case may be be, and any extensions, renewals and renewals, refinancings or replacements thereof that do not increase the outstanding principal amount thereofof such obligations; (d) Liens, assessments or governmental charges or claims for taxes not yet delinquent or which are not required to be paid pursuant to Section 5.03; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not delinquent or which are not required to be paid under Section 5.03; (f) Liens incurred and pledges and deposits made in the ordinary course of business in connection with any self-retention or self-insurance, or with respect to workmen’s compensation, unemployment insurance, general liability, medical malpractice, professional liability or property insurance and other social security laws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, rights of first refusal, restrictions on fixed use of real property, minor defects or capital assets acquiredirregularities in title and other similar charges or encumbrances which, constructed in the aggregate, do not interfere in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (i) zoning, building codes and other land use laws, regulations and ordinances regulating the use or improved occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated by the current use or occupancy of such real property or the operation of the business of the Borrower or any of the Subsidiaries or any violation of which would not have a Material Adverse Effect; (j) ground leases in respect of real property on which Facilities owned or leased by the Borrower or any Restricted Subsidiaryof the Subsidiaries are located; (k) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted hereunder; (l) leases or subleases granted to others not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (n) Liens securing Indebtedness to finance the acquisition, construction or improvement of fixed or capital assets; provided that (i) such -------- security interests secure Indebtedness permitted under by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby are incurred prior to or is created, within 90 270 days after such acquisition or the completion of such acquisition, construction or improvement, and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall do not apply to any other property or assets of the Borrower or any Restricted Subsidiary, except for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender secured by a Lien permissibly incurred pursuant to this Section 6.02(n); (o) Liens arising out of judgments or awards that do not constitute an Event of Default under paragraph (i) of Article VII; (p) Liens pursuant to Permitted Receivables Transactions incurred in accordance with Section 6.05(b), including Liens on the assets of any Securitization Subsidiary created pursuant to any such Permitted Receivables Transaction and Liens incurred by the Borrower and the Subsidiaries on Receivables to secure obligations owing by them in respect of any such Permitted Receivables Transaction, provided that any Receivables not transferred to a Securitization Subsidiary in connection with such Permitted Receivables Transaction to the extent constituting intercompany indebtedness required to be pledged pursuant to the Guarantee and Collateral Agreement shall be and remain subject to the perfected first priority Lien and security interest granted to the Collateral Agent in favor of the Lenders in accordance with the Guarantee and Collateral Agreement; (q) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral or the Equity Interests of the Borrower or any of the Domestic Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(k); (r) Liens (i) of a collecting 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 right of set off); (s) Liens on one or more Facilities owned or leased by any Subsidiary to secure Permitted Real Estate Indebtedness incurred by such Subsidiary pursuant to Section 6.01(f); (t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent, the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent, the Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent, the Borrower or any Subsidiary in the ordinary course of business; (u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Borrower or any of the Subsidiaries in the ordinary course of business permitted hereunder; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Parent, the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (w) Liens securing insurance premiums financing arrangements, provided that such Liens are limited to the applicable unearned insurance premiums; (x) other Liens that do not, individually or in the aggregate, secure obligations (or encumber property with a fair market value) in excess of $150,000,000 at any one time; (y) Liens on the Collateral which (i) secure Indebtedness incurred pursuant to Section 6.01(r) and (ii) have the same priority as, or junior priority to, the Liens securing the Obligations; and (ez) Liens on the Collateral which (i) secure Pari Passu Debt Obligations and (ii) have the same priority as, or junior priority to, the Liens securing Indebtedness permitted by Section 6.01the Obligations.

Liens. The Borrower None of the Borrowers will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted SubsidiaryBorrower; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may beacquisition, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary such Borrower, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofacquisition; (dc) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiarysuch Borrower; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 360 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets assets, and (iviii) such security interests Liens shall not apply to any other property or assets of such Borrower; (d) Liens on any property or assets of any Person existing at the time such Person is merged or consolidated with or into such Borrower or any Restricted Subsidiary; andand not created in contemplation of such event; (e) Liens on any real property securing Indebtedness in respect of which (i) the recourse of the holder of such Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Indebtedness secured by the Lien is limited to such real property directly securing such Indebtedness and (ii) such holder may not under the instrument creating the Lien or providing for the Indebtedness secured by the Lien collect by levy of execution or otherwise against assets or property of such Borrower (other than such real property directly securing such Indebtedness) if such Borrower fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in "non-recourse" real estate transactions; (f) Liens arising out of Securities Transactions entered into in the ordinary course of business and on ordinary business terms; (g) Structured Transaction Liens; (h) Liens arising out of Asset Securitizations; (i) Liens on Separate Accounts Assets; (j) Liens arising out of any real estate sale/leaseback transactions; (k) Liens arising in connection with Swap Contracts; (l) Liens on securities owned by such Borrower which are pledged to the Federal Home Loan Bank Board, (the "FHLBB") to secure loans made by the FHLBB to such Borrower in the ordinary course of business and on ordinary business terms; (m) Liens not otherwise permitted by this Section 6.017.01 arising in the ordinary course of the Borrowers' business that do not secure any Indebtedness; provided that the obligations of the Borrowers secured by such Liens shall not exceed $3,000,000,000 at any one time outstanding; (n) Liens not otherwise permitted by this Section 7.01; provided that the aggregate principal amount of the Indebtedness secured by such Liens shall not exceed $4,000,000,000 at any one time outstanding; and (o) any extension, renewal or replacement of the foregoing; provided that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or assets (other than a substitution of like assets) unless such additional Indebtedness or assets would have been permitted in connection with the original creation, incurrence or assumption of such Lien.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), except: (a) Permitted EncumbrancesLiens securing the payment of any Secured Obligations pursuant to the Security Instruments; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing Excepted Liens; (c) Liens securing Capital Leases and Purchase Money Indebtedness permitted by Section 9.02(b) but only on the date hereof and set forth Property under lease or the Property purchased with such Purchase Money Indebtedness, as applicable; (d) Liens on proceeds of Letters of Credit permitted to be posted in Schedule 6.02; provided that connection with Hedging Agreements permitted by Section 9.17; (e) (i) pledges and deposits of cash 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 such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary Person and (ii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 9.02(h); (f) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money or escrowed deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.05, to be applied against the purchase price for and indemnities with respect to such Lien shall secure only those obligations which it secures Investment, solely to the extent such Investment would have been permitted on the date hereof and extensions, renewals and replacements thereof that do not increase of the outstanding principal amount thereofcreation of such Lien; (cg) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset assets of any Person that becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall does not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (dh) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens Collateral securing Indebtedness permitted by Section 6.019.02(l), which Liens rank pari passu with the Secured Obligations and are at all times subject to the Intercreditor Agreement; and (i) other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed $2,500,000, provided that no such Lien shall extend to or cover any Collateral or any Material Real Property.

Liens. The Borrower will notNo Credit Party will, and no Credit Party will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset Property of the Borrower Company or any Restricted Subsidiary existing on the date hereof Effective Date and set forth described in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset -------- Property (except improvements on such Property) of the Borrower any Credit Party or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof or secured thereby; (c) any Lien existing on (x) any property or asset Property prior to the acquisition thereof by the Borrower any Credit Party or any Restricted Subsidiary or existing on Subsidiary, (y) any property or asset Property of any Person that becomes a Restricted Subsidiary after the date hereof (other than, with respect to the Company and its Subsidiaries, as a direct result of the Merger) prior to the time such Person becomes a Restricted SubsidiarySubsidiary or (z) any Property of Parent or any Subsidiary of Parent (excluding the Company and its Subsidiaries) prior to the Availability Date; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or acquisition, such Person becoming a Restricted SubsidiarySubsidiary or the Merger, as the case may be, (ii) such Lien shall not apply to any other property or assets Property of the Borrower any Credit Party or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or acquisition, the date such Person becomes a Restricted SubsidiarySubsidiary or the Availability Date, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof or secured thereby; (d) purchase money Liens on fixed or capital assets acquired, constructed purchase money security interests upon or improved in any Property acquired or held by the Borrower any Credit Party or any Restricted Subsidiary; provided that (i) such -------- security interests Subsidiary in the ordinary course of business to secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion purchase price of such construction Property or improvementto secure indebtedness incurred solely for the purpose of financing the acquisition of such Property, (iii) and extensions, renewals and replacements thereof that do not increase the Indebtedness outstanding principal amount thereof or secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; andthereby; (e) Liens securing Indebtedness permitted by incurred prior to, at the time of, or within 12 months after the completion of the construction, alteration, repair or improvement of any Property for the purpose of financing all or part of the cost thereof and any Lien to the extent that it secures Indebtedness which is in excess of such costs and for the payment of which recourse may be had only against such Property, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or secured thereby; (f) Liens on Property subject to escrow or similar arrangements established in connection with litigation settlements; and (g) other Liens securing Indebtedness in an aggregate principal amount at any time not exceeding an amount equal to 15% of consolidated stockholders’ equity of the Credit Group as determined on a consolidated basis in accordance with GAAP, as of the date of the financial statements then most recently delivered or filed under Section 6.015.01(a), (b) or (c).

Liens. The Such Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Borrowers or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the any Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the any Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the any Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the any Borrower or any Restricted Subsidiary; and; (e) Liens created pursuant to the Loan Documents; (f) Liens on Vehicles and any assets related thereto that are customarily subject to a Lien pursuant to a Floorplan Arrangement (as determined by the applicable Borrower in good faith) securing Indebtedness permitted by under Section 6.016.01(i); provided that (i) the Indebtedness secured thereby does not exceed the cost of acquiring such Vehicles and related assets and (ii) such security interests shall not apply to any other property or assets of any Borrower or any Subsidiary; (g) Liens on Receivables incurred in connection with any Permitted Receivables Sale Transaction; and (h) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii) ten percent (10%) of consolidated total assets of the Borrowers and their Subsidiaries as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01.

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

Liens. The None of the Borrower or any other Subsidiary will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable and royalties) or rights in respect of any thereof, except: (a) (i) Liens created under the Loan Documents and (ii) Liens on cash or deposits granted in favor of the Swingline Lender or the Issuing Bank to cash collateralize any Defaulting Lender’s participation in Letters of Credit or Swingline Loans as contemplated by this Agreement; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted other Subsidiary existing on the date hereof and set forth in on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted other Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or (B) proceeds and products thereof; provided that individual financings provided by any lender may be cross-collateralized to other financings provided by such lender or its affiliates and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted other Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated); provided that (iA) 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 beSubsidiary (or such merger or consolidation), (iiB) such Lien shall not apply to any other property or assets asset of the Borrower or any Restricted other Subsidiary (other than (x) the proceeds or products thereof, (y) in the case of any such merger or consolidation, the assets of any Subsidiary that is a party thereto and (iiiz) after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition of the acquired person or its subsidiaries and not created in contemplation of or in connection with such acquisition) and (C) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated), as the case may be and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof;; provided that (A) in the case of any Indebtedness of any Subsidiaries including Foreign Subsidiaries of the Borrower and Disregarded Persons that are not Loan Parties, such Lien applies solely to the assets and Equity Interests of such Subsidiaries (including Foreign Subsidiaries of the Borrower, Disregarded Persons, their respective Subsidiaries, any other Foreign Subsidiary or any Disregarded Person) that are not Loan Parties, (B) in the case of any Indebtedness of the Borrower or any Loan Party, such Indebtedness is secured only by the Collateral and on a subordinated basis to the Obligations and is subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and (C) in the case of a Lien securing Refinancing Indebtedness any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Refinancing Indebtedness.” (de) (i) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted other Subsidiary; provided that (A) such Liens secure only Indebtedness permitted by Section 6.01(f)(i) and obligations relating thereto not constituting Indebtedness and (B) such Liens shall not apply to any other asset of the Borrower or any other Subsidiary (other than the proceeds and products thereof); provided further that in the event purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person; provided further that individual financings provided by any lender may be cross collateralized to other financings provided by such lender or its affiliates and (ii) Liens arising out of (A) Sale/Leaseback Transactions permitted under Section 6.06 and (B) any Indebtedness incurred in connection therewith permitted by Section 6.01(f)( ii) (and any Refinancing Indebtedness in respect thereof), so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds or products thereof and related property; (f) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (g) customary rights of first refusal and tag, drag and similar rights in joint venture agreements entered into in the ordinary course of business; (h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (i) any Lien on assets of any Foreign Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other property or assets of the Borrower or any Restricted Subsidiaryother Domestic Subsidiary and (ii) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; (j) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow arrangements or similar arrangements made by the Borrower or any other Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (k) pledges or deposits of cash or Permitted Investments securing deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of insurance in the ordinary course of business; (l) Liens on (i) incurred premiums, dividends and rebates which may become payable under insurance policies and loss payments which reduce the incurred premiums on such insurance policies and (ii) insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (m) Liens securing Indebtedness of (i) a Loan Party in favor of another Loan Party or (ii) a non-Loan Party in favor of a Loan Party; (n) Liens on assets (other than Collateral) of a Permitted Joint Venture to secure Indebtedness permitted pursuant to Section 6.01(o); (i) leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business which do not (A) interfere in any material respect with the Business of the Borrower or any of the other Subsidiaries or (B) secure any Indebtedness for borrowed money and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any of the other Subsidiaries or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (p) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $35,000,000 at any time outstanding; (q) Liens (i) on advances of cash or cash equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment and (ii) consisting of an agreement to dispose of any property in a disposition permitted under Section 6.05, in each case, solely to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or disposition; (r) Liens on assets (other than Collateral) of any Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary permitted under Section 6.01; (s) Liens in favor of a Subsidiary that is not a Loan Party granted by another Subsidiary that is not a Loan Party; (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business and not prohibited by this Agreement and (ii) Liens arising by operation of law under Article 2 of the UCC in favor of a seller or buyer of goods; (u) to the extent constituting Liens, Investments permitted under Section 6.04 (other than Section 6.04(q)); (v) Liens securing any Permitted Surviving Debt and Refinancing Indebtedness in respect thereof permitted under Section 6.01(b); (w) Liens securing a Refinancing Facility or a Subsequent Refinancing Facility; (x) Liens securing obligations under Hedging Agreements permitted under Section 6.01(n); and (ey) Liens securing Indebtedness in respect of Cash Management Services permitted by under Section 6.016.01(h).

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Liens created under the Loan Documents and Liens securing Indebtedness permitted under Section 6.01(h); (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.026.02 hereto; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofEffective Date; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person is so merged or consolidated or becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such -------- security interests Liens secure Indebtedness permitted under by Section 6.016.01(f), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); provided that individual financings provided by a lender may be cross collateralized to other financings provided by such lender or its affiliates; (f) Liens securing Intercompany Indebtedness permitted under Section 6.01(d) (other than Liens on Collateral securing Intercompany Indebtedness of the Borrower or a Guarantor owing to a non-Guarantor Restricted Subsidiary); (g) any Lien with respect to the Permitted Refinancing Indebtedness referred to in clauses (c), (d) and (e) of this Section 6.02; (h) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto; (i) (i) Liens on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness permitted under Section 6.01(j), and (ii) Liens on the Equity Interests of Unrestricted Subsidiaries; (j) Liens in favor of a seller solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition or other Investment permitted hereunder; (k) Liens that are contractual, statutory, or common law rights of set-off relating to (i) the establishment of depository relations or securities accounts in the ordinary course of business with banks or financial institutions not given in connection with the issuance of Indebtedness or (ii) pooled deposit or sweep accounts of the Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries; (l) (i) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection and (ii) other Liens securing cash management obligations (that do not constitute Indebtedness) in the ordinary course of business; and (em) Liens securing Indebtedness permitted under Section 6.01(n) and attaching only to the proceeds of the applicable insurance policy; (n) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of the Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (o) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (p) additional Liens incurred by the Borrower and its Restricted Subsidiaries so long as at the time of incurrence of the obligations secured thereby the aggregate outstanding principal amount of Indebtedness and other obligations secured thereby do not exceed $75,000,000 at any time; (q) additional Liens securing Indebtedness if, at the time of and immediately after the creation, incurrence or assumption of each such Lien and the related Indebtedness, the Secured Leverage Ratio on a Pro Forma Basis does not exceed 3.00:1.00, as of the last day of, and for, the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.015.01 or Section 4.01(j); provided that (i) any such Indebtedness secured by a Lien on the Collateral shall be subject to the applicable Intercreditor Agreement, (ii) at the time of incurrence, such Indebtedness shall have a final maturity date equal to or later than the Latest Maturity Date then in effect with respect to, and shall have a Weighted Average Life to Maturity equal to or longer than, the Weighted Average Life to Maturity of, the Class of outstanding Term Loans with the then Latest Maturity Date or Weighted Average Life to Maturity, as the case may be, (iii) such Indebtedness shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral and (iv) any Indebtedness for borrowed money in the form of term loans secured by such Liens on the Collateral on a pari passu basis with the Term Loan Facility shall be subject to the requirements of Section 2.17(b)(ix) as if such term loans were Incremental Term Loans; and (r) Liens securing Indebtedness incurred pursuant to Section 6.01(m) and subject to the ABL Intercreditor Agreement and/or other applicable Intercreditor Agreements. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above and/or one or more of the exceptions contained in the definition of “Permitted Encumbrances,” the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase the outstanding principal amount thereofthereof except for any accrued but unpaid interest and premium payable by the terms of such obligations thereon and other reasonable amounts paid, and reasonable fees and expenses incurred, in connection with such extension, renewal, replacement or refinancing; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary or is merged or consolidated with the Company or any Subsidiary after the date hereof prior to the time such Person becomes a Restricted SubsidiarySubsidiary or is so merged or consolidated; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition acquisition, merger or consolidation or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition acquisition, merger or consolidation or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase the outstanding principal amount thereofthereof except for any accrued but unpaid interest and premium payable by the terms of such obligations thereon and other reasonable amounts paid, and reasonable fees and expenses incurred, in connection with such extension, renewal, replacement or refinancing; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% (or 100% in the case of Capital Lease Obligations) of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) customary bankers’ Liens and rights of setoff arising by operation of law and incurred on deposits made in the ordinary course of business; (f) Liens on Permitted Receivables Facility Assets of the Company and its Subsidiaries in connection with or to secure Indebtedness arising under Permitted Receivables Facilities; (g) Liens attaching to commodity trading accounts or brokerage accounts incurred in the ordinary course of business; (h) pledges or deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary; (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business; (k) Liens that are customary contractual liens (including rights of set-off and pledges) encumbering deposits and accounts and (A) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of any Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred by the Company or any Subsidiary in the ordinary course of business or (C) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary in the ordinary course of business; (l) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or deposits in connection with indemnity obligations made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement entered into in connection with any Permitted Acquisition; (m) precautionary Uniform Commercial Code financing statements filed solely as a precautionary measure in connection with operating leases or consignment of goods; (n) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto as permitted under Section 6.01(p); (o) customary Liens securing any overdraft and related liabilities arising from treasury, depository or cash management services or automated clearing house transfers of funds, all in favor of the provider of such services; (p) any encumbrance or restriction (including put and call arrangements) with respect to the transfer of the Equity Interests of any joint venture or similar arrangement pursuant to the terms thereof; (q) Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of the Company or any Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods; (r) Liens arising by operation of law under §1120 of the German Civil Code (Bürgerliches Gesetzbuch), under §369 of the German Commercial Code (Handelsgesetzbuch) or under similar provisions of Swiss law; (s) Permitted Supplier Financings and Liens (if any) arising in connection therewith and financing statements filed under the Uniform Commercial Code evidencing sales of accounts receivable made pursuant thereto, but only so long as such Permitted Supplier Financings do not breach Section 6.03; and (et) Liens securing on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed $25,000,000. Notwithstanding any of the foregoing, in the event that at any time the Company or any Subsidiary provides a Lien to or for the benefit of any of the holders of the notes under any Existing Note Agreement, then the Company will, and will cause each of its Subsidiaries that has provided any such Lien to concurrently grant to and for the benefit of the Lenders and the Administrative Agent a similar first priority Lien (subject only to Liens otherwise permitted by this Section 6.016.02, and ranking pari passu with the Lien provided to or for the benefit of the holders of the notes under such Existing Note Agreement), over the same assets, property and undertaking of the Company and the Subsidiaries as those encumbered in respect of such Existing Note Agreement, in form and substance reasonably satisfactory to the Administrative Agent with such security to be the subject of an intercreditor agreement among the Administrative Agent, on behalf of the Lenders, and the holders of notes under such Existing Note Agreement, which shall be reasonably satisfactory in form and substance to the Administrative Agent.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset now assets (including Equity Interests, evidences of Indebtedness or other securities of any person) at the time owned by it or hereafter acquired by iton any income or revenues or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens on property or assets of the Borrower and its Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 6.02 or, to the extent not listed in such Schedule, where such property or assets have a fair market value that does not exceed $1.0 million in the aggregate and any refinancing, modification, replacement, renewal or extension thereof; provided, that the Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated in the property covered by such Lien and the proceeds and products thereof; (b) any Lien on created under the Loan Documents or permitted in respect of any property or asset Mortgaged Property by the terms of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofapplicable Mortgage; (c) any Lien existing on any property securing Indebtedness or asset Permitted Refinancing Indebtedness permitted by Section 6.01(g), provided that such Lien (i) in the case of Liens securing Capital Lease Obligations, applies solely to the assets securing such Indebtedness immediately prior to the acquisition thereof consummation of the related Permitted Business Acquisition and after acquired property, to the extent required by the Borrower documentation governing such Indebtedness (without giving effect to any amendment thereof effected in contemplation of such acquisition or any Restricted Subsidiary assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one person (or existing on any its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates), (ii) in the case of Liens securing Indebtedness other than Capital Lease Obligations or purchase money Indebtedness, such Liens do not extend to the property or asset of any Person that becomes a Restricted Subsidiary after person other than the date hereof prior person acquired or formed to make such acquisition and the time subsidiaries of such Person becomes a Restricted Subsidiary; provided that person (which person shall own no property other than the property acquired in such Permitted Business Acquisition), (iii) in the case of clause (i) and clause (ii), such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as assumption and (iv) in the case may beof a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness”; (d) Liens for Taxes, assessments or other governmental charges or levies which are not overdue by more than 30 days or, if more than 30 days overdue, (i) which are being contested in accordance with Section 5.03 or (ii) such Lien shall the aggregate amount of which is not apply in excess of $5 million; (e) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or, if more than 30 days overdue, (i) which are being contested in accordance with Section 5.03 or (ii) the aggregate amount of which is not in excess of $5 million; (i) pledges and deposits made (including obligations in respect of letters of credit, bank guarantees or similar instruments to secure) in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing premiums or liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations or otherwise as permitted in Section 6.01(c) and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar instruments for the benefit of) insurance carriers in respect of property, casualty or liability insurance to the Borrower or any Subsidiary provided by such insurance carriers; (g) deposits to secure the performance of bids, trade contracts (other than for debt for borrowed money), leases (other than Capital Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts, financial assurances and completion and similar obligations and similar obligations of a like nature (including letters of credit, bank guarantees or similar instruments in lieu of any such items or to support the issuance thereof) incurred in the ordinary course of business, including those incurred pursuant to Environmental Laws in the ordinary course of business; (h) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or assets of any Subsidiary; (i) Liens securing Capital Lease Obligations, mortgage financings, and purchase money Indebtedness or improvements thereto hereafter acquired, leased or repaired by the Borrower or any Restricted Subsidiary (including the interests of vendors and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be lessors under conditional sale and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiarytitle retention agreements); provided that (i) such -------- security interests secure Indebtedness permitted under by Section 6.016.01(h) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests are created, and the Indebtedness secured thereby are incurred prior to or is incurred, within 90 270 days after such acquisition or the acquisition, lease, completion of such construction or repair or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiringsuch equipment or other property or improvements at the time of such acquisition or construction, constructing including transaction costs (including any fees, costs or improving expenses or prepaid interest or similar items) incurred by the Borrower or any Restricted Subsidiary in connection with such fixed acquisition or capital assets construction or material repair or improvement or financing thereof and (iv) such security interests shall do not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than to the proceeds and products of and the accessions to such equipment or other property or improvements but not to other parts of the property to which any such improvements are made); provided, that individual financings otherwise permitted to be secured hereunder provided by one person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates); (j) Liens arising out of sale and lease-back transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds or products thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens disclosed by the title insurance policies delivered pursuant to Section 5.09 and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (m) any interest or title of a lessor, sublessor, licensor or sublicensee under any leases, subleases, licenses or sublicenses entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and (iv) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business; (o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (p) Liens securing obligations in respect letters of credit permitted under Section 6.01(c), (e), (r) and (u); (i) leases, subleases, licenses or sublicenses of property in the ordinary course of business or (ii) rights reserved to or vested in any person by the terms of any lease, license, franchise, grant or permit held by the Borrower or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) Liens (i) solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or Permitted Investments made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Business Acquisition and (ii) consisting of an agreement to dispose of any property in a transaction permitted under Section 6.05; (t) Liens arising from precautionary UCC financing statements regarding operating leases or consignment or bailee arrangements; (u) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof arising out of such repurchase transaction; (v) Liens securing obligations under the Second Lien Loan Documents; provided that such Liens are subordinated to the Liens securing the Obligations in accordance with the terms of the Intercreditor Agreement or any other intercreditor agreement meeting the requirements of clause (y) of the definition of Permitted Refinancing Indebtedness; (w) Liens on Equity Interests in Joint Ventures or Unrestricted Subsidiaries securing obligations of such Joint Venture or Unrestricted Subsidiaries, as applicable; (x) Liens in favor of the Borrower or its Restricted Subsidiaries securing Indebtedness permitted under Section 6.04(b); (y) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or its Restricted Subsidiaries in the ordinary course of business; and (ez) other Liens securing with respect to property or assets of the Borrower or any Restricted Subsidiaries; provided that the amount of the Indebtedness permitted or other obligations secured by Section 6.01such Liens does not exceed $25.0 million at any time.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Liens created pursuant to any Loan Document to secure the Obligations; (b) Permitted Encumbrances; (bc) (i) for periods prior to the Initial Funding Date only, Liens securing Indebtedness under the Existing Credit Agreement and (ii) any Lien on any property or asset of of, or leased by, the Borrower or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.028.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) CoBank’s statutory Lien in the CoBank Equities; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by Section 6.018.01(d), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted SubsidiarySubsidiary or existing on any property or asset of any Person that becomes a Loan Party after the Closing Date prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be; (g) Liens upon real or personal property heretofore leased or leased after the Closing Date (under operating or Capital Leases) in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of the Borrower or any of its Restricted Subsidiaries under or in respect of such lease and extending to or covering only the property subject to such lease and improvements thereon; (h) Liens of sellers or creditors of sellers of farm products encumbering such farm products when sold to any of the Borrower or its Restricted Subsidiaries pursuant to the Food Security Act of 1985 or pursuant to similar state laws to the extent such Liens may be deemed to extend to the assets of such Person; (i) protective Uniform Commercial Code filings with respect to personal property leased by, or consigned to, any of the Borrower or its Restricted Subsidiaries; (j) Liens upon Equity Interests of Unrestricted Subsidiaries; (k) Liens in favor of a Receivables Financing SPC or Receivables Financier created or deemed to exist in connection with a Permitted Receivables Financing (including any related filings of any financing statements), but only to the extent that any such Lien relates to the applicable Transferred Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction; (l) any extension, renewal or replacement of the foregoing; provided, however, that the Liens permitted under this clause (l) shall not be spread to cover any additional Indebtedness or assets and the principal amount of such Indebtedness shall not be increased; (m) Liens securing Indebtedness to the extent such Indebtedness is permitted pursuant to Section 8.01(g) (only to the extent covering the property subject to the Indebtedness covered in such Section 8.01(g)) or 8.01(m); (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (o) Liens of sellers of goods to the Borrower and its Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with an Investment permitted by Section 8.04; (r) transfer restrictions, purchase options, calls or similar rights of third-party joint venture partners with respect to Equity Interests of joint venture entities; and (es) other Liens on assets of the Borrower and the Restricted Subsidiaries securing Indebtedness permitted by Section 6.01other obligations of the Borrower and the Restricted Subsidiaries in the aggregate principal amount not to exceed $5,000,000 at any time outstanding.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase the outstanding principal amount thereofthereof (plus any accrued but unpaid interest and premium payable by the terms of such obligations thereon and other reasonable amounts paid, and reasonable fees and expenses incurred, in connection with such extension, renewal, replacement or refinancing); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary or is merged with and into the Company or any Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and (iv) such security interests secure Indebtedness permitted by clause (q) of Section 6.01, and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; and; (e) Liens securing Indebtedness of a collecting bank arising in the ordinary course of business under Section 4208 of the Uniform Commercial Code in effect in the State of New York (or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction), in each case covering only the items being collected upon; (f) Liens representing any interest or title of a licensor, lessor, sublicensor or sublessor under any lease or license permitted by this Agreement (so long as any such Lien does not secure Indebtedness); (g) Liens attaching to commodity trading accounts or brokerage accounts incurred in the ordinary course of business; (h) pledges or deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary; (i) Liens representing any interest of a licensee, lessee, sublicense or sublessee arising by virtue of being granted a license, sublease, sublicense or sublease (including the provision of software under an open source license) permitted by this Agreement (so long as any such Lien does not secure any Indebtedness); (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary in the ordinary course of business; (l) Liens that are customary contractual liens (including rights of set-off and pledges) encumbering deposits and accounts and (A) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of any Indebtedness, (B) relating to pooled deposit or sweep accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred by the Company or any Subsidiary in the ordinary course of business or (C) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary in the ordinary course of business; (m) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or deposits in connection with indemnity obligations made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement entered into in connection with any Acquisition by the Company or any Subsidiary permitted hereunder; (n) Liens arising from precautionary Uniform Commercial Code financing statement filings solely as a precautionary measure in connection with operating leases or consignment of goods; (o) Liens on insurance policies and the proceeds thereof granted in the ordinary course of business to secure the financing of insurance premiums with respect thereto as permitted under Section 6.016.01(p); (p) customary Liens securing any overdraft and related liabilities arising from treasury, depository or cash management services or automated clearing house transfers of funds, all in favor of the provider of such services; (q) any encumbrance or restriction (including put and call arrangements) with respect to the transfer of the Equity Interests of any joint venture or similar arrangement pursuant to the terms thereof; (r) Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of the Company or any Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods; (s) Liens arising by operation of law under §1120 of the German Civil Code (Bürgerliches Gesetzbuch), under §369 of the German Commercial Code (Handelsgesetzbuch) or under similar provisions of Swiss law; and (t) Liens on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness subject to such Liens does not exceed, at the time of the incurrence of such Indebtedness, 7.5% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)). For purposes of this Section 6.02, Treasury Stock to the extent constituting Margin Stock shall be deemed not to be an asset of the Company and its Subsidiaries. Notwithstanding the foregoing to the contrary, no Loan Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien upon any Material Intellectual Property to secure any Indebtedness.

Liens. The Borrower will not, and will not permit any ----- Domestic Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.02 to the Disclosure Letter (other than, for the avoidance of doubt, Liens securing the Secured Obligations or the Obligations (as defined in the Term Loan Agreement)) and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (d) Liens on fixed or capital assets acquired, constructed constructed, financed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under that is not prohibited bypermitted pursuant to Section 6.016.01(f), (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets assets, and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted SubsidiarySubsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof; andprovided that clauses (ii) and (iii) shall not apply to any Refinancing Indebtedness pursuant to Section 6.01(f) hereof or any Lien securing such Refinancing Indebtedness; (e) licenses, sublicenses, leases or subleases granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (f) the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens securing Indebtedness permitted by Section 6.01.under leases; (g) (0 in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof;

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created pursuant to any Loan Document; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof Amendment No. 45 Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Amendment No. 45 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Restatement Effective Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) Permitted Encumbrances; (f) Liens on the Collateral securing Indebtedness permitted under Section 6.01(l), so long as such Liens are subject to, including on an effective basis under the governing law of the documentation under which such Liens are granted, the Intercreditor Agreement; and (eg) Liens securing on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness permitted by and other obligations subject to such Liens does not at any time exceed (x) during the Covenant Suspension Period, $5,000,000 and (y) following the termination of the Covenant Suspension Period, the greater of $100,000,000 and 4.5% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 6.015.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.

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

Liens. (a) The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (civ) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (iA) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted SubsidiarySubsidiary , as the case may be, (iiB) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iiiC) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (dv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (iA) such -------- security interests secure Indebtedness permitted under by clause (viii) of Section 6.016.01(a), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (vi) Liens of CoBank on investments by the Borrower in the stock, participation certificates, or allocated reserves of CoBank owned by the Borrower; (vii) Liens not expressly permitted by clauses (i) through (vi) above; provided that the sum, without duplication, of (x) the aggregate principal amount of Indebtedness secured by Liens permitted by this clause (vii) and (y) the Attributable Debt permitted by Section 6.06, does not at any time exceed $75,000,000; (viii) Liens on Sellers' Retained Interests incurred in connection with Securitizations permitted by Section 6.01(a) and 6.04 securing obligations in respect of Third Party Securities in an aggregate amount at any time outstanding not in excess of $200,000,000 less the aggregate principal amount of Indebtedness under the CoBank Receivables Loan Agreement; provided, however, that recourse to such Sellers' Retained Interests is limited in a manner customary for similar securitization transactions and the ratio of the amount of such Sellers' Retained Interests to the amount of such Third Party Securities is not significantly greater than the ratio of sellers' retained interests to the financed portion of assets in similar securitization transactions; (ix) Liens on assets of Restricted Subsidiaries that are Securitization Vehicles securing Indebtedness of such Securitization Vehicles permitted by Section 6.01(a)(x)(i); and (ex) Liens on loan assets of LOL Finance and its Wholly Owned Subsidiaries incurred in the ordinary course of business and securing Indebtedness permitted by incurred pursuant to Section 6.016.01(a)(xi).

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof (including Liens created pursuant to the Other Corporate Loan Documents and the Pledge Agreement) and set forth in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted LOAN AGREEMENT Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and; (e) Liens securing Indebtedness on assets acquired after the date hereof under Synthetic Lease Facilities; and (f) Liens not otherwise permitted by the foregoing clauses of this Section 6.01.6.2, securing Debt of the Borrower or its Subsidiaries, so long as the sum, without duplication, of (i) all such Debt and (ii) all Debt permitted solely by clause (i) of Section 6.1 does not exceed 5.0

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness of a Loan Party or Indebtedness permitted under by clause (d) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing on assets of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness permitted and other obligations subject to such Liens does not at any time exceed seven and a half percent (7.5%) of Consolidated Net Worth (determined by reference to the most recent financial statements of the Borrower delivered pursuant to Section 6.015.01(a) or 5.01(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to such Section, the most recent financial statements referred to in Section 3.04(a)).

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any person) now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except:except (collectively, the “Permitted Liens”): (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower Borrowers or any Restricted Subsidiary Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secure on the date hereof and extensions, renewals and replacements thereof that do not increase thereof; (b) any Lien created under the outstanding principal amount thereofLoan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Borrowers or any Restricted Subsidiary or existing on any property or asset assets of any Person person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of the Borrowers or any Restricted Subsidiary (other than the proceeds or products thereof (it being understood and agreed that individual financings otherwise permitted to be secured hereunder provided by one person (or its Affiliates) may be cross collateralized to other financings provided by such person (or its Affiliates) on customary terms) and (iii) such Lien secures only those obligations which it secured on the date of such acquisition or the date such person becomes a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to and any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensionsreplacements, renewals and replacements extensions thereof (provided that do the property covered thereby is not increase the outstanding principal amount thereofincreased); (d) Liens for Taxes not yet due and payable or which are being contested in compliance with Section 5.03; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or which are being contested in compliance with Section 5.03; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations or in connection with performance bonds, surety bonds or statutory obligations or letters of credit to support the same, or with respect to workers’ compensation claims; (g) deposits to secure the performance of bids, sales, tenders, trade contracts (other than for Indebtedness), liability to insurance carriers, leases (other than Capital Lease Obligations), statutory obligations, surety, release, appeal or similar bonds, performance bonds, self-insurance programs and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on fixed use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially interfere with the ordinary conduct of the business of the Borrowers or capital any of their Subsidiaries; (i) Liens in property or assets acquired, constructed or improved by to secure Indebtedness of the Borrower Borrowers or any Restricted SubsidiarySubsidiary incurred to finance the acquisition, construction, improvement, replacement or repair of such property or assets; provided that (i) such -------- security interests Liens secure Indebtedness permitted under by Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing such property or improving assets at the time of such fixed acquisition (or capital assets construction or improvement) and (iviii) such security interests shall Liens do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary (other than proceeds or products thereof); provided that individual financings otherwise permitted to be secured hereunder provided by one person (or its Affiliates) may be cross collateralized to other financings provided by such person (or its Affiliates) on customary terms; (j) Liens arising out of judgments, attachments or awards not resulting in an Event of Default; (k) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of the Borrowers or another Loan Party in respect of Indebtedness to or other obligations owed by such Restricted Subsidiary to such Loan Party; (l) [Reserved]; (m) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (n) any Lien consisting of rights reserved to or vested in any Governmental Authority by any statutory provision; (o) the rights reserved or vested in persons by the terms of any lease, license, franchise, grant or permit held by the Borrowers or any of their Restricted Subsidiaries or by a statutory provision, term terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof; (p) Liens on assets of Foreign Subsidiaries; provided that (i) such Liens do not extend to, or encumber, assets that constitute Collateral or the Equity Interests of the Borrowers or any of the Restricted Subsidiaries, and (ii) such Liens extending to the assets of any Foreign Subsidiary secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h), (p) or (u) (or Permitted Refinancing Indebtedness in respect thereof); (q) Liens in connection with Indebtedness permitted by Section 6.01(e) or (f) (or any Permitted Refinancing Indebtedness in respect thereof) as long as such Liens do not at any time encumber any property other than the property financed by such Indebtedness (other than proceeds or products thereof); provided that individual financings otherwise permitted to be secured hereunder provided by one person (or its Affiliates) may be cross collateralized to other financings provided by such person (or its Affiliates) on customary terms; (i) any interest or title of a lessor, sublicensor, or licensor under any lease, sublicense or license (including licenses or sublicenses of (or other grants of rights to use or exploit) Intellectual Property Rights) covering only the assets so leased, sublicensed or licensed, and (ii) licenses, sublicenses, leases or subleases (including licenses or sublicenses of (or other grants of rights to use or exploit) Intellectual Property Rights) granted to third persons or Affiliates, in each case, not adversely interfering in any material respect with the business of the Borrowers or the Subsidiaries; (s) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other financial institutions in the ordinary course of business; (t) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, (ii) contractual Liens of suppliers (including sellers of goods) to the extent limited to property or assets relating to such contract, (iii) contractual or statutory Liens of governmental or other customers to the extent limited to the property or assets relating to such contract, and (iv) Liens in favor of governmental bodies to secure advance or progress payments pursuant to any contract or statute; (v) any (i) customary restriction on the transfer of licensed Intellectual Property Rights and (ii) customary provision in any agreement that restricts the assignment of such agreement or any Intellectual Property Rights thereunder; (w) Liens deemed to exist in connection with Investments in repurchase agreements for Cash Equivalents; (x) Liens attached to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrowers or a Restricted Subsidiary in connection with any letter of intent or purchase agreement entered into by the Borrowers or a Restricted Subsidiary; (y) Liens on cash or Cash Equivalents and/or the related goods and documents to secure reimbursement and related obligations incurred under Section 6.01(p); (z) Liens on the Collateral securing Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt (or any Permitted Refinancing Indebtedness in respect thereof); (aa) Liens upon specific items of inventory or other goods and proceeds of any person securing such person’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (bb) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or, (ii) consisting of an agreement to dispose of any property in a disposition permitted under Section 6.05, in each case, solely to the extent such Investment or disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or disposition; (cc) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.04 and reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (dd) to the extent constituting Liens, dispositions expressly permitted under Section 6.05; (ee) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (ff) customary rights of first refusal and tag, drag and similar rights in joint venture agreements entered into in the ordinary course of business; (gg) utility and similar deposits in the ordinary course of business; and (ehh) other Liens securing Indebtedness permitted by obligations in an aggregate amount that does not exceed the greater of (x) $20,000,000 and (y) 8.0% of Consolidated Total Assets (calculated as of the most recent date for which financial statements have been furnished pursuant to Section 6.015.04(a) or (b)), at the time incurred.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired by itacquired, exceptor sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or assign any right to receive income, or file or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, EXCEPT that the foregoing restrictions shall not apply to: (a) the Standard Permitted Encumbrances;Liens; and (b) any Lien on any property Liens which (i) are placed upon equipment or asset machinery used in the ordinary course of business of the Borrower or any Restricted Subsidiary existing on at the date hereof and set forth in Schedule 6.02; provided that time of (ior within 180 days after) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted such Subsidiary to secure Indebtedness incurred to pay or finance all or a portion of the purchase price thereof, PROVIDED that the Lien encumbering the equipment or machinery so acquired does not encumber any other asset of the Borrower or any such Subsidiary; or (ii) are existing on property or other assets at the time acquired by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to person at the time such Person person first becomes a Restricted SubsidiarySubsidiary of the Borrower; provided PROVIDED that (iA) any such Lien is Liens were not created at the time of or in contemplation of the acquisition of such assets or person by the Borrower or any of its Subsidiaries; (B) in connection -------- with the case of any such acquisition of a person, any such Lien attaches only to the property and assets of such person; and (C) in the case of any such acquisition of property or such Person becoming a Restricted assets by the Borrower or any Subsidiary, as the case may be, (ii) any such Lien shall attaches only to the property and assets so acquired and not apply to any other property or assets of the Borrower or any Restricted Subsidiary and Subsidiary; PROVIDED that (iii1) the Indebtedness secured by any such Lien shall secure only those obligations does not exceed 100% of the fair market value of the property and assets to which it secures on such Lien attaches, determined at the date time of the acquisition of such acquisition property or asset or the date time at which such Person 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; (d) Liens on fixed or capital assets acquired, constructed or improved by Subsidiary of the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, except in the circumstances described in clause (ii) above to the extent such security interests Liens constituted customary purchase money Liens at the time of incurrence and were entered into in the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion ordinary course of such construction or improvementbusiness), and (iii2) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing Indebtedness is permitted by Section 6.01section 9.4(c).

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens pursuant to any Loan Document; (c) any Lien on any property or asset Property of the Borrower or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.026.02 and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien shall not apply to any other property or asset -------- Property of the Borrower or any Restricted Subsidiary other than (A) improvements and after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount any Permitted Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset Property prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset Property of any Person that becomes a Restricted Subsidiary after the date hereof Closing Date pursuant to a Permitted Acquisition prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets Property of the Borrower or any other Restricted Subsidiary (other than the proceeds or products thereof and other than improvements and after-acquired property that is affixed or incorporated into the Property covered by such Lien), (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensionsPermitted Refinancing Indebtedness in respect thereof and (iv) Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals and replacements thereof that do not increase the outstanding principal amount or extensions thereof) is permitted under Section 6.01; (de) Liens on fixed or capital assets acquired, constructed constructed, repaired, replaced or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby (other than Permitted Refinancing Indebtedness permitted by clause (e) of Section 6.01) are incurred prior to or within 90 two hundred seventy (270) days after such acquisition or the completion of such construction construction, repair or replacement or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets Property of the Borrower or any Restricted SubsidiarySubsidiary except for accessions to such Property, Property financed by such Indebtedness and the proceeds and products thereof; andprovided further that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (ef) rights of setoff and similar arrangements and Liens in respect of Cash Management Obligations and in favor of depository and securities intermediaries to secure obligations owed in respect of card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds and fees and similar amounts related to bank accounts or securities accounts (including Liens securing letters of credit, bank guarantees or similar instruments supporting any of the foregoing); (g) Liens on assets of a Restricted Subsidiary which is not a Loan Party securing Indebtedness of such Restricted Subsidiary pursuant to Section 6.01; (h) Liens (i) on “▇▇▇▇▇▇▇ money” or similar deposits or other cash advances in connection with acquisitions permitted by Section 6.05 or (ii) consisting of an agreement to Dispose of any Property in a Disposition permitted under Section 6.11 including customary rights and restrictions contained in such agreements; (i) leases, licenses, subleases or sublicenses granted 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 Restricted Subsidiary or (ii) secure any Indebtedness; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, including Liens encumbering reasonable customary initial deposits and margin deposits; (l) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement; (m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.05; (n) rights of setoff relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (o) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by the Borrower or any Restricted Subsidiary; (p) Liens on equipment owned by the Borrower or any Restricted Subsidiary and located on the premises of any supplier and used in the ordinary course of business and not securing Indebtedness; (q) Liens not otherwise permitted by this Section 6.02, provided that a Lien shall be permitted to be incurred pursuant to this clause (q) only if at the time such Lien is incurred the aggregate principal amount of the obligations secured at such time (including such Lien) by Liens outstanding pursuant to this clause (q) would not exceed the greater of (x) $75,000,000 and (y) the product of (i) 0.25 multiplied by (ii) Annualized Operating Cash Flow for the most recently ended full fiscal quarter ending immediately prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (r) Liens on any Property of (i) any Loan Party in favor of any other Loan Party and (ii) any Restricted Subsidiary that is not a Loan Party in favor of the Borrower or any other Restricted Subsidiary; (s) Liens on the Collateral securing Indebtedness of the Loan Parties permitted by Section 6.01(u), (x) or (y) so long as the holders of such Indebtedness, or a trustee or agent acting on their behalf, are parties to the Second Lien Intercreditor Agreement or the First Lien Intercreditor Agreement, as applicable; (t) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (u) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business; (v) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers; (w) Liens securing Indebtedness permitted by Section 6.01.insurance premiums financing arrangements; provided that such Liens are limited to the applicable unearned insurance premiums;

Liens. The Borrower Borrowers will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02hereof; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof that is secured by such Lien as of the date hereof; (b) Permitted Encumbrances; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof that is secured by such Lien as of such date; (d) Liens any Lien on real property or fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof that is secured by such Lien; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days one year after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby is incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and the reasonable, related fees, premium, and expenses and financing costs and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) any Lien on property or assets of the Company or any Subsidiary in favor of the Company or any Subsidiary; (f) Securitization Transactions (and ▇▇▇▇▇ deemed to exist in connection therewith) in an aggregate amount not to exceed $300,000,000; (g) Liens arising from any synthetic lease transaction pursuant to which the Company or any Subsidiary is a lessee and Liens securing Capital Lease Obligations, provided, that, Capital Lease Obligations incurred for any such Lien shall not exceed the cost of acquiring, constructing or improving such assets and the reasonable, related fees, premium, and expenses and financing costs; (h) Liens on or pledges of cash or cash equivalents securing the obligations of the Company or any Subsidiary under or in connection with any Hedging Agreement, so long as the aggregate amount of all cash or cash equivalents subject to such Liens or pledges does not exceed $25,000,000 at any time; (i) Liens created, assumed or existing in connection with financings the interest payable in respect of which is exempt from federal income taxation under Section 103 of the Code or any successor provision; (j) any Lien arising out of the refinancing, extension, renewal or refunding of Indebtedness secured by any Lien permitted by any of the foregoing paragraphs, provided that (i) such Indebtedness is not secured by any additional assets unless such additional Liens are otherwise permitted pursuant to this Section, and (ii) the amount of such Indebtedness secured by such Lien is not increased (it being agreed that any such refinancing, extension, renewal or refunding of Indebtedness incurred under a basket expressed as a dollar amount in any of the foregoing paragraphs of this Section will be applied against and reduce the amount available under such basket); (k) the interests of lessors under operating leases and non-exclusive licensors under license agreements; (l) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (m) rights of setoff, bankers’ liens and other similar Liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; (n) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods; (o) leases or subleases of properties, in each case entered into in the ordinary course of business so long as such leases or subleases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of Borrowers or their respective Subsidiaries or (ii) materially impair the use or the value of the property subject thereto; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business in accordance with the past business practices of such Person, and any products or proceeds thereof to the extent covered by such ▇▇▇▇▇; and (eq) in addition to the Liens permitted pursuant to any of the foregoing subsections, other Liens securing Indebtedness permitted by Section 6.01obligations in an amount not greater than 20% of Consolidated Net Tangible Assets at any time.

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof of this Agreement and set forth in Schedule 6.026.02 of the Disclosure Schedules; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofof this Agreement; (c) any Lien existing on any property or asset (other than Accounts or Inventory) prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset (other than Accounts or Inventory) of any Person that becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (d) Liens on fixed or capital assets acquired, constructed or improved any sale by the Borrower or such Subsidiary of accounts receivable generated in the ordinary course of business (excluding any Restricted Subsidiary; provided that intercompany accounts receivable) of such Person so long as (i) such -------- security interests secure Indebtedness permitted under Section 6.01no Event of Default exists or would result therefrom, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such security interests transaction, and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving any Lien resulting from such fixed or capital assets and (iv) sale shall apply only to such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; andaccounts receivable; (e) Liens not otherwise permitted by the foregoing clauses of this Section 6.02 securing Indebtedness permitted in an aggregate principal amount not to exceed the greater of (i) $50,000,000 or (ii) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 6.015.01(a) or (b)); and (f) any Liens created by Borrower or any Subsidiary under any Loan Document in favor of Administrative Agent, for its benefit and the benefit of the Lenders.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.03; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (c) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment, and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and; (e) Liens on cash securing any Hedging Agreements in an aggregate amount not to exceed $50,000,000 at any time; and (f) Liens securing Indebtedness permitted by Section 6.01in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

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

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Liens created pursuant to any Loan Document; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the any Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the such Borrower or Subsidiary or any Restricted other Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) Liens on cash collateral securing obligations owed to ▇▇▇▇▇ Fargo Bank, N.A. (or any of its Affiliates) as set forth in the Pay-Off Letter, so long as any remaining unapplied cash collateral is returned to the Company within 120 days of the Effective Date; (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by the any Borrower or any Restricted Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted such Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (df) Liens of a collecting bank arising in the ordinary course of business under Section 4‑208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06; (h) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or Equipment and real property (and fixtures thereon) (other than any Restricted SubsidiaryEligible Real Property); provided that such Liens secure Indebtedness permitted by clause (n) of Section 6.01; (i) Liens on deposits made to secure obligations under Swap Agreements with Persons (“Counterparties”) that are not Secured Parties, so long as: (i) no such -------- security interests secure deposit is provided by a Loan Party when an Event of Default has occurred and is continuing, and (ii) no such deposits in excess of an aggregate amount of $1,000,000 at any one time shall be provided by a Loan Party unless after giving effect to providing such deposit, on a pro forma basis, either: (I) at all times for the 45 day period prior to providing such deposit and after giving effect thereto, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to providing such deposit and after giving effect thereto, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan Documents; (j) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; (1) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition and (2) solely in connection with the Specified Acquisition and solely to the extent contemplated by Section 2.02(c) of the Transition Services Agreement (and only for so long as the Transition Services Agreement is in force and effect), any Lien on the “working capital” deposit account of the Company or any of its Subsidiaries arising solely as a result of the withdrawal rights and/or co-signatory rights of the Seller (and/or any affiliates of the Seller party to the Transition Services Agreement) with respect to such deposit account; provided that the aggregate credit balance in such deposit account shall not exceed $3,000,000 at any one time; (l) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.016.1; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods so long as such liens attach only to the imported goods; (n) leases, licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) such security interests secure any Indebtedness; (o) non-exclusive licenses or sublicenses of intellectual property granted by any Loan Party in the ordinary course of business; (p) other Liens which do not secure Indebtedness for borrowed money or letter of credit reimbursement obligations and as to which the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion aggregate principal amount of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary$500,000; and (eq) Liens securing Indebtedness permitted by incurred pursuant to Section 6.016.01(r); provided that any such Lien shall encumber only the vehicles acquired with the proceeds of such Indebtedness.

Liens. The Borrower None of the Company or any Subsidiary will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary other than after-acquired property that is affixed or incorporated into the asset covered by such Lien on the Closing Date and the proceeds and products of the foregoing and (ii) such Lien shall secure only those obligations which that it secures on the date hereof Closing Date and extensions, renewals renewals, replacements and replacements refinancings thereof that do not increase so long as the outstanding principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(b) as Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the date hereof Closing Date prior to the time such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may beSubsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other property asset of the Company or any Subsidiary (other than (x) in the case of any such merger or consolidation, the assets of any Subsidiary without significant assets that was formed solely for the Borrower purpose of effecting such acquisition and (y) after-acquired property that is affixed or any Restricted Subsidiary incorporated into the asset initially covered by such Lien and the proceeds and products of the foregoing) and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Restricted SubsidiarySubsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the case may be and principal amount of such extensions, renewals and replacements thereof that do does not increase exceed the outstanding principal amount thereofof the obligations being extended, renewed or replaced or, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01(g); (de) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted under by clause (f)(i) of Section 6.01 or any Refinancing Indebtedness in respect thereof permitted by clause (f)(ii) of Section 6.01, and (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; and, other than after-acquired property affixed or incorporated into such asset initially covered by such Lien and the proceeds and products of the foregoing; (ef) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (g) in the case of (i) any Subsidiary that is not a wholly-owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the Organizational Documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; (h) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (i) Liens granted by a Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Subsidiary under Section 6.01(n); (j) Liens securing judgments for the payment of money not constituting an Event of Default under Article VII; (k) Liens on the Collateral securing (i) Permitted First Priority Refinancing Indebtedness permitted under Section 6.01(e) on a pari passu or junior basis with the Liens on the Collateral securing the Loan Document Obligations, and Refinancing Indebtedness in respect thereof; provided that a trustee, collateral agent, security agent or other Person acting on behalf of the holders of such Indebtedness has entered into an Intercreditor Agreement and (ii) Permitted Second Priority Refinancing Indebtedness permitted under Section 6.01(e) on a junior basis to the Liens on the Collateral securing the Loan Document Obligations and Refinancing Indebtedness in respect thereof; provided that a trustee, collateral agent, security agent or other Person acting on behalf of the holders of such Indebtedness has entered into an Intercreditor Agreement; (l) Liens on cash and other assets owned by a Person that has incurred Indebtedness permitted pursuant to Section 6.01(l) to secure such Indebtedness of such Person or on cash and other assets owned by a Person that has entered into a Hedging Agreement permitted by Section 6.07 to secure Hedging Obligations in respect thereof; provided that such Liens in respect of Indebtedness incurred pursuant to Section 6.01(l) shall not apply to any other assets of the Company or any Subsidiary other than after-acquired property that is affixed or incorporated into the assets initially covered by such Lien and the proceeds and products of the foregoing; provided further that such Liens shall not secure Indebtedness or Hedging Obligations in an aggregate outstanding amount in excess of the greater of (A) $30,000,000 and (B) 10% of Consolidated EBITDA computed on a Pro Forma Basis for the most recently ended Test Period as of the time such Liens are incurred; (m) Liens on the Collateral securing Incremental Equivalent Debt that are pari passu with or junior to the Liens on the Collateral securing the Obligations; provided that a trustee, collateral agent, security agent or other Person acting on behalf of the holders of such Indebtedness has entered into an Intercreditor Agreement; (n) additional Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any time outstanding the greater of (A) $25,000,000 and (B) 8% of Consolidated EBITDA computed on a Pro Forma Basis for the most recently ended Test Period as of the time such Liens are incurred; (o) Liens on assets of Foreign Subsidiaries securing obligations of Foreign Subsidiaries permitted hereunder; (p) Liens on Permitted Receivables Facility Assets arising under Permitted Receivables Facilities; (q) Liens securing Indebtedness permitted by Section 6.016.01(c); and (r) Liens securing Indebtedness permitted by Section 6.01(w); provided that, such Liens shall not apply to any property or assets of the Company or any Subsidiary other than ESPC Collateral.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.02 hereof; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and Subsidiary; (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and any extensions, renewals and replacements thereof that do thereof; and (iv) the Indebtedness secured by such Lien does not increase exceed 100% of the outstanding principal amount thereoffair market value of the assets acquired in such transaction or acquisition; (d) Liens securing the Indebtedness permitted by clause (d) of Section 6.01 and placed on the property described therein contemporaneously with the purchase thereof or within 90 days thereafter, by the Borrower or any of its Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries; (e) Liens securing Indebtedness on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and assets; (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (iv) the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed (as to the Borrower and all its Subsidiaries) $2,000,000 at any one time; (f) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the easement; (g) Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all its Subsidiaries) $500,000 at any one time; (h) any Lien created or assumed by the Borrower or any Subsidiary in connection with the issuance of Indebtedness, the interest on which is excludable from gross income of the holder of such Indebtedness pursuant to the Code, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Borrower or its Subsidiaries; (i) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (j) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; and (ek) Liens securing Indebtedness permitted by Section 6.016.01(e); provided that the Indebtedness secured thereby does not exceed 100% of the fair market value of the assets or Equity Interests acquired in such transaction or acquisition.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its Property or asset revenues, whether now owned or hereafter acquired by itacquired, exceptother than the following: (a) Customary Permitted EncumbrancesLiens; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing Liens in existence on the date hereof and as set forth in on Schedule 6.027.01 and any extensions, renewals, or replacements thereof; provided that (i) the aggregate principal amount of the Indebtedness secured by such Lien shall Lien(s) immediately prior to such extension, renewal, or replacement is not apply increased and (ii) such Lien(s) is not extended to any other property Property (other than the proceeds or asset -------- products thereof, replacements, accessions or additions thereto and improvements thereon); (c) Liens incidental to the conduct of its business or the ownership of its Property which were not incurred in connection with the borrowing of money or the obtaining of advances of credit and which in the aggregate do not materially detract from the use or value of its Property or materially impair the use thereof in the operation of its business; (d) ▇▇▇▇▇ in favor of the Borrower or any Restricted Wholly-Owned Subsidiary and (ii) on Property of a Subsidiary to secure obligations of such Lien shall secure only those obligations which it secures on Subsidiary to the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofBorrower or to a Wholly-Owned Subsidiary; (ce) any Lien existing attachment or judgment Lien, so long as such attachment or judgment does not constitute an Event of Default under Section 8.01(g) or 8.01(h), and Liens securing appeal or other surety bonds related to such judgments; (f) Liens securing Permitted Acquisition Indebtedness; provided that (i) in the case of Liens securing Permitted Acquisition Indebtedness described in clause (a) of the definition of such term, (A) such Liens shall have existed on any property or asset prior to the acquisition thereof by Property of the Borrower or any Restricted Subsidiary or existing on any property or asset of any applicable Person that becomes a Restricted Subsidiary after the date hereof prior to (1) at the time such Person becomes a Restricted Subsidiary; provided that Subsidiary of or is merged with or into the Borrower or a Subsidiary or (i2) at the time the Borrower or a Subsidiary acquires the applicable Property from such Lien is Person, as applicable, and, in the case of each of the foregoing clauses (1) and (2), such Liens shall not have been created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted SubsidiarySubsidiary (or such merger) or such acquisition and (B) no such Lien at any time shall encumber any other Property (other than the proceeds or products thereof, as the case may bereplacements, accessions or additions thereto and improvements thereon) and (ii) in the case of Liens securing Permitted Acquisition Indebtedness described in clause (b) of the definition of such term, no such Lien at any time shall not apply encumber any Property other than the Property acquired in the applicable Permitted Acquisition (and the proceeds or products thereof, replacements, accessions or additions thereto and improvements thereon), it being understood, for the avoidance of doubt, that in the event that a Permitted Acquisition is consummated as a purchase of Equity Interests or a similar transaction, the pledge of stock or other Equity Interests acquired in such Permitted Acquisition to any other property or assets of secure the Borrower or any Restricted Subsidiary related Permitted Acquisition Indebtedness shall be permitted; (g) Liens provided for in equipment leases (including financing statements and (iii) undertakings to file the same); provided that such Lien shall secure only those obligations which it secures on Liens are limited to the date of equipment subject to such acquisition or leases, accessions thereto and 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 proceeds thereof; (dh) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that [reserved]; (i) such -------- security interests secure Liens securing Indebtedness or other obligations to any counterparty under repurchase or securities loan agreements; (j) Liens existing solely with respect to cash or deposit account balances used to cash collateralize obligations of “defaulting lenders” pursuant to customary provisions; (k) Liens created by this Agreement or any other Loan Document; (l) Liens in respect of Priority Indebtedness permitted under Section 6.01, 7.02(a); provided that such Liens do not secure Indebtedness owing by the Borrower in respect of (i) any private placement or note purchase facility or facilities or (ii) such security interests and the Indebtedness secured thereby are incurred prior to any senior credit facility or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiaryfacilities; and (em) Liens securing other Indebtedness permitted to the extent that the Borrower and each of its applicable Subsidiaries shall have made or caused to be made effective provision whereby the Obligations shall be secured equally and ratably with any and all other obligations secured by Section 6.01any such Lien, such security to be pursuant to agreements reasonably satisfactory to the Administrative Agent and, in any such case, the Administrative Agent and the Lenders shall have the benefit, to the fullest extent that, and with such priority as, they may be entitled under applicable Laws, of an equitable Lien on such Property.

Liens. The Parent Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume Incur or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Receivables) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Parent Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset -------- of the Parent Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Parent Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Parent Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (de) Liens on fixed or capital assets acquired, constructed or improved by the Parent Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests Liens secure Indebtedness permitted under by Section 6.016.2(g), (ii) such security interests Liens and the Indebtedness secured thereby (other than extensions, renewals and replacements) are incurred Incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Parent Borrower or any Restricted Subsidiary; andSubsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); (ef) Liens on the property or assets of a Person that becomes a Subsidiary after the Effective Date securing Indebtedness permitted by Section 6.2(h); provided that (i) such Liens existed at the time such Person became a Subsidiary and were not created in contemplation t thereof, (ii) any such Lien is not expanded to cover any property or assets of such Person after the time such Person becomes a Subsidiary and (iii) any such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (g) Liens securing Indebtedness permitted by Section 6.016.2(i); provided that, if any such Liens are on property that is not Collateral, then, contemporaneously with the Incurrence of such Liens, effective provision is made to secure the Obligations equally and ratably with the Indebtedness secured by such Liens for so long as such Indebtedness is so secured; (h) Liens securing Indebtedness permitted by Section 6.2(j). (i) Liens on property of any Foreign Subsidiary or any other Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary permitted by Section 6.2(k); (j) Liens on assets transferred to a Receivables Entity or other Person in connection with a Qualified Receivables Transaction or on assets of a Receivables Entity, in each case Incurred in connection with a Qualified Receivables Transaction securing Indebtedness permitted by Section 6.2(m); (k) Liens securing Indebtedness expressly permitted to be secured by Section 6.2(p); provided that the aggregate book value (determined as of the date such Loan is incurred) of the assets subject thereto does not exceed (as to the Parent Borrower and all Subsidiaries) $200,000,000 at any one time; and (l) Liens securing obligations or liabilities (other than Indebtedness) in an amount not to exceed $50,000,000. It is understood that Liens pursuant to Sections 6.3(d), (e), (f), (g), (h), (i), (j) and (k) may be Incurred only to the extent the corresponding Indebtedness is expressly permitted to be Incurred pursuant to Section 6.2.

Liens. The Borrower will not, and nor will not it permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in on Schedule 6.026.02 (including any Lien that attaches by law to the proceeds thereof); provided that (iA) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (iiB) such Lien shall secure only those obligations which that it secures on the date hereof and extensionsEffective Date or, renewals and replacements thereof with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof; (civ) any Lien existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, of any Person that becomes a Restricted Subsidiary or is merged or consolidated with the Borrower or any Subsidiary after the date hereof prior to the time such Person becomes a Restricted SubsidiarySubsidiary or is so merged or consolidated securing Indebtedness permitted under Section 6.01(a)(vi); provided that (iA) such Lien is not created in contemplation of or in connection -------- with such acquisition acquisition, merger or consolidation or such Person becoming a Restricted Subsidiary, as the case may be, (iiB) such Lien shall not apply to any other property or assets asset of the Borrower or any Restricted Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition acquisition, merger or consolidation or the date such Person becomes a Restricted Subsidiary, as the case may be and extensionsbe, renewals and replacements thereof or, with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof; (dv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary, including any Lien that attaches by law to the proceeds thereof; provided that (iA) such -------- security interests Liens secure Indebtedness permitted under by clause (a)(v) of Section 6.01, (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and any financing costs associated therewith and (ivD) such security interests Liens shall not apply to any other property or assets asset of the Borrower or any Restricted Subsidiary; (vi) in connection with the sale or transfer of all the Equity Interests in a Subsidiary in a transaction permitted under Section 6.04, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (vii) in the case of any Subsidiary that is not a wholly-owned Subsidiary, any put and call arrangements, drag-along and tag-along rights and obligations, and transfer restrictions related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (viii) any Lien on assets of any Foreign Subsidiary; provided that such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary, or any other Foreign Subsidiary organized under the laws of the same nation as such Foreign Subsidiary, permitted hereunder; (ix) reservations, limitations, provisos and conditions expressed in any original grant from any federal Canadian Governmental Authority (in the case of Subsidiaries organized under the laws of Canada); (x) Liens arising under operating leases which are subject to the Personal Property Security Act (Alberta); (xi) Liens arising out of any Sale/Leaseback Transactions; (xii) Liens on cash, cash equivalents or marketable securities of the Borrower or any Subsidiary securing obligations of the Borrower or any Subsidiary under Swap Agreements permitted under Section 6.06; (xiii) sales or other transfers of accounts receivable, payment intangibles and related assets pursuant to, and Liens existing or deemed to exist in connection with, Securitization Transactions permitted under Section 6.01(a)(xv); and (exiv) other Liens on assets securing Indebtedness permitted by or other obligations in an aggregate principal amount not to exceed, together with the aggregate principal amount of unsecured Indebtedness of Subsidiaries outstanding under Section 6.016.01(a)(xviii) at such time, 15% of Consolidated Net Tangible Assets.

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

Liens. The Borrower Borrowers will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned asset, or hereafter acquired by itassign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents (or under the Amended Acquired Company Credit Agreement and related documents, but only if all the Company’s rights thereunder, including all Liens (other than Liens on real property) securing the obligations thereunder, shall have been assigned to the Administrative Agent as provided in the Collateral Documents); (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof Effective Date prior to the time such Person becomes a Restricted SubsidiarySubsidiary (including pursuant to a Permitted Acquisition); provided that (iA) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiB) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iiiC) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens on assets (other than Accounts, Inventory, Equity Interests, Intellectual Property and proceeds thereof) securing Indebtedness permitted by under Section 6.016.01(a)(viii).

Liens. The Borrower Company will not, and nor will not it permit any ----- Restricted Subsidiary to, create, incur, assume or permit suffer to exist any Lien in, of or on the Property of the Company or any property or asset now owned or hereafter acquired by itof its Subsidiaries, except: (i) (a) Permitted Encumbrances, (b) Liens, if any, created under the Loan Documents (including Liens created under the Security Documents securing Obligations) and (c) subject to the Intercreditor Agreement, Liens on the Collateral securing obligations in respect of Indebtedness outstanding pursuant to Section 6.18(i)(b); (bii) any Lien on any property or asset of the Borrower or any Restricted Subsidiary Liens existing on the date hereof and set forth Closing Date but not including any subsequent increase in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofsecured thereby; (ciii) Liens on cash or Cash Equivalents securing Indebtedness permitted pursuant to Section 6.18(xi); (iv) [reserved]; (v) [reserved]; (vi) Liens in favor of financial institutions against cash pooling arrangements or bank account deposits in foreign bank accounts at such financial institution granted in the ordinary course of business and consistent with standard business practices in such foreign jurisdiction, provided that any such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or its Subsidiaries; (vii) [reserved]; (viii) [reserved]; (ix) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (dx) Liens on fixed assets and property of Foreign Subsidiaries securing Indebtedness and other obligations of such Foreign Subsidiaries in an aggregate outstanding amount not to exceed $10,000,000 at any one time; (xi) [reserved]; (xii) Liens arising from filing UCC (or capital PPSA or similar law of any jurisdiction) financing statements or similar public filings, registrations or agreements in foreign jurisdiction regarding leases and consignment or bailee arrangements in the ordinary course of business permitted or not prohibited by any of the Loan Documents and Liens securing liabilities in respect of indemnification obligations thereunder as long as each such Lien only encumbers the assets acquiredthat are the subject of the related lease (or contained in such leasehold) or consignment or bailee, constructed and other precautionary statements, filings or improved agreements; (xiii) [reserved]; (xiv) Liens on cash or Cash Equivalents permitted by Section 6.15 securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable law; (xv) [reserved]; (xvi) Liens in favor of a commodity, brokerage or security intermediary who holds a commodity, brokerage or, as applicable, a security account on behalf of the Company or a Subsidiary provided such Lien encumbers only the related account and the property held therein and relates to the security for the activities associated with such account; (xvii) Liens on deposits or other amounts held in escrow to secure contractual payments (contingent or otherwise) payable by the Borrower Company or its Subsidiaries to a seller after the consummation of an Acquisition; (xviii) Liens not otherwise permitted by the foregoing provisions of this Section 6.16 on assets securing obligations (other than Indebtedness) incurred in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiarytime outstanding; and (exix) Liens securing Indebtedness permitted by Section 6.01granted to provide adequate protection pursuant to the Interim Order or the Final Order.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01in an aggregate outstanding principal amount not in excess of $30,000,000, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; and; (e) Liens securing on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness permitted by Section 6.01subject to such Liens does not at any time exceed $15,000,000.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (c) any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary; (e) accounts receivable balances of up to $300,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions; (f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and (eg) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted by under Section 6.016.01(a)(ix) and the aggregate sale price of the assets sold in sale and leaseback transactions permitted under Section 6.03, do not exceed 15% of Consolidated Net Tangible Assets at any time.

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

Liens. The Borrower EDS will not, and will not permit any ----- Restricted EDS Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by itit or assign or sell any income or revenues (including accounts receivable and Receivables) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower EDS or any Restricted EDS Subsidiary and any assignment or sale of any income or revenues (including accounts receivable and contract payments) due to EDS and the EDS Subsidiaries, or rights in respect thereof, in each case existing on the date hereof and set forth in Schedule 6.02; hereof, provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower EDS or any Restricted Subsidiary and EDS Subsidiary, (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (iii) such Lien and such assignment or sale is either identified on Schedule 7.12 or, in the case of all such Liens and assignments and sales not so identified, the aggregate amount of all obligations secured by such Liens and such assignments and sales does not exceed $15,000,000 in the aggregate; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower EDS or any Restricted EDS Subsidiary or existing on any property or asset of any Person that becomes a Restricted an EDS Subsidiary after the date hereof prior to the time such Person becomes a Restricted an EDS Subsidiary; , provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted an EDS Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower EDS or any Restricted EDS Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be an EDS Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower EDS or any Restricted EDS Subsidiary; , provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower EDS or any Restricted EDS Subsidiary; (e) assignments and sales of Receivables and Related Security pursuant to a Permitted Receivables Financing and Liens arising pursuant to Permitted Receivables Financings on Receivables and Related Security sold or financed in connection with such Permitted Receivables Financings, but only to the extent that the sum, without duplication, of (i) the aggregate amount paid by the purchasers under all Permitted Receivables Financings that have not yet been recovered from collections on Receivables or otherwise paid by EDS or the EDS Subsidiaries and (ii) the aggregate principal amount of Indebtedness outstanding under all Permitted Receivables Financings, shall not exceed $700,000,000 at any time; (f) Liens created, incurred, assumed or permitted to exist in connection with Capital Lease Obligations, provided that the Indebtedness secured thereby does not exceed the aggregate amount of such Capital Lease Obligations at any time; (g) (x) Liens on property or assets and assignments or sales of contract payments due to EDS and the EDS Subsidiaries existing on the date hereof created, incurred, assumed or permitted to exist in connection with Customer Finance Transactions, provided that (i) such Liens shall not apply to any other property or asset of EDS or any EDS Subsidiary, (ii) such Liens shall secure only those obligations (including committed sums) which they secure on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (or committed sums, where not fully drawn) and (iii) such Liens and assignments or sales of contract payments are identified on Schedule 7.12; and (y) Liens on property or assets and assignments or sales of contract payments due to EDS and the EDS Subsidiaries created, incurred, assumed or permitted to exist in connection with Customer Finance Transactions (other than the NMCI Transaction) hereafter that do not secure obligations (including committed sums) that exceed $750,000,000 in the aggregate; (h) assignments and sales of Accounts or contract payments due to EDS and the EDS Subsidiaries and Liens on equipment pursuant to the NMCI Transaction, but only to the extent the sum, without duplication, of (i) the aggregate amount paid by the purchasers of such Accounts or such contract payments pursuant to the NMCI Transaction that have not yet been recovered from collections on Accounts, contract payments or otherwise paid by EDS or the EDS Subsidiaries and (ii) the aggregate principal amount of Indebtedness of EDS and the EDS Subsidiaries outstanding under the NMCI Transaction, shall not exceed $900,000,000 at any time; and (ei) other Liens securing Indebtedness permitted on property or assets of EDS and the EDS Subsidiaries and other assignments or sales of any income or revenues (including accounts receivable and contract payments) due to EDS and the EDS Subsidiaries, provided that the aggregate amount of all obligations secured by Section 6.01such Liens and such assignments and sales does not exceed $50,000,000 in the aggregate at any time outstanding.

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.04; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.016.03, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and; (e) Liens on any property or assets of the Borrower or any Subsidiary in favor of any other Subsidiary or the Borrower securing Indebtedness obligations not exceeding (i) $15,000,000 in 2005 and (ii) in each fiscal year thereafter, the amount which is ten per cent in excess of the aggregate principal amount permitted in the prior fiscal year; (f) Liens incurred by Section 6.01WEX Bank in the ordinary course of its business in connection with the issuance of certificates of deposit, escrow deposits in the form of money market deposits, customer deposits and borrowed federal funds; and (g) Liens not otherwise permitted hereunder which secure obligations not exceeding in the aggregate $5,000,000 at any time outstanding.

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; and; (e) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under clauses (b), (c) or (d) above; provided, that (i) such Indebtedness is not secured by any additional assets and (ii) the amount of such Indebtedness secured by any such Lien is not increased; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.09; (g) Liens in connection with or to secure Indebtedness permitted under Section 6.01 that arise under Permitted Receivables Facilities or Vendor Trade Programs so long as the parties to each such Permitted Receivables Facility or Vendor Trade Program are bound by, and such Liens are subject to, the Intercreditor Agreement; (h) Liens that are contractual rights of set-off; (i) licenses, sublicenses, leases or subleases granted to or from others that do not interfere in any material respect with the business of the Company or any Subsidiary; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods; (k) Liens on Government Contract Payments (and related equipment, as applicable) arising in favor of a Government Contract Payment Purchaser in connection with a Government Contract Payment Sale; (l) Liens securing Indebtedness permitted by under Section 6.016.01(q); (m) Liens on deposit accounts subject to Cash Pooling Arrangements securing Indebtedness permitted under Section 6.01(r); and (n) other Liens securing obligations in an aggregate principal amount at any time not to exceed $2,500,000.

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon any property of its property, revenues or asset assets, whether now owned or hereafter acquired by itacquired, except: (a) Permitted EncumbrancesIntentionally omitted; (b) Liens on assets (including, without limitation, shares of capital stock of corporations and assets owned by any Lien on any property corporation that becomes a Subsidiary of the Borrower after the Effective Date) acquired after the Effective Date (whether by purchase, construction or asset of otherwise) by the Borrower or any Restricted of its Subsidiaries (other than (x) an Existing Principal Subsidiary existing on or (y) any other Principal Subsidiary which, at any time, after three months after the date hereof and set forth in Schedule 6.02; provided that acquisition of a Vessel, owns a Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets, so long as (i) the acquisition of such Lien shall assets is not apply to any other property or asset -------- otherwise prohibited by the terms of the Borrower or any Restricted Subsidiary this Agreement and (ii) each such Lien shall secure only those obligations which it secures on is created within three months after the date hereof and extensions, renewals and replacements thereof that do not increase acquisition of the outstanding principal amount thereofrelevant assets; (c) in addition to other Liens permitted under this Section 6.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 6.2.2(d), at any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to one time outstanding not exceeding (determined at the time such Person becomes a Restricted Subsidiary; provided that (i) of creation of such Lien is not created in contemplation or the incurrence by any Existing Principal Subsidiary of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiaryindebtedness, as applicable) 10.0% of the case may be, (ii) such Lien shall not apply to any other property or total assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on its Subsidiaries taken as a whole as determined in accordance with GAAP as at the date last day 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 thereofmost recent ended Fiscal Quarter; (d) Liens on fixed or capital assets acquired, constructed or improved acquired after the Effective Date by the Borrower or any Restricted Subsidiary; provided of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien) so long as (i) the acquisition of such -------- security interests secure Indebtedness permitted under Section 6.01, assets is not otherwise prohibited by the terms of this Agreement and (ii) each of such Liens existed on such assets before the time of its acquisition and was not created by the Borrower or any of its Subsidiaries in anticipation thereof; (e) Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (other than a corporation that also becomes a Subsidiary of an Existing Principal Subsidiary) after the Effective Date so long as (i) the acquisition or creation of such corporation by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such security interests Liens are in existence at the time such corporation becomes a Subsidiary of the Borrower and were not created by the Indebtedness secured thereby Borrower or any of its Subsidiaries in anticipation thereof; (f) Liens securing Government-related Obligations; (g) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings; (h) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue by more than 60 days or being diligently contested in good faith by appropriate proceedings; (i) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; (j) Liens for current crew’s wages and salvage; (k) Liens arising by operation of law as the result of the furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or are being diligently contested in good faith by appropriate proceedings; and (l) Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred prior in the course of or incidental to trading such Vessel in connection with repairs or within 90 days after other work to such acquisition or the completion of such construction or improvement, Vessel; or (iii) were incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or order; provided that, in each case described in this clause (l), such Liens are either (x) discharged in the Indebtedness secured thereby does not exceed ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; (m) normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff or similar rights in favor of banks or other depository institutions; (n) Liens in respect of rights of setoff, recoupment and holdback in favor of credit card processors securing obligations in connection with credit card processing services incurred in the cost ordinary course of acquiringbusiness; (o) Liens on cash collateral required to be provided by the Borrower pursuant to Section 2.15(a); (p) Liens on cash, constructing cash equivalents or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets marketable securities of the Borrower or any Restricted Subsidiary securing obligations under Hedging Instruments not incurred for speculative purposes; (q) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business and deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements; (r) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and (es) Liens securing Indebtedness permitted by Section 6.01licenses, sublicenses, leases, or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrower or any of its Subsidiaries.

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

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

Liens. The Borrower Company will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02hereof; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof that is secured by such Lien as of the date hereof; (b) Permitted Encumbrances; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof that is secured by such Lien as of such date; (d) Liens any Lien on real property or fixed or capital assets acquired, constructed or improved by the Borrower Company or any Restricted Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof that is secured by such Lien; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days one year after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby is incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower Company or any Restricted Subsidiary; (e) any Lien on property or assets of the Company or any Subsidiary in favor of the Company or any Subsidiary; (f) Securitization Transactions (and Liens deemed to exist in connection therewith) in an aggregate amount not to exceed $300,000,000; (g) Liens arising from any synthetic lease transaction pursuant to which the Company or any Subsidiary is a lessee; (h) Liens on or pledges of cash or cash equivalents securing the obligations of the Company or any Subsidiary under or in connection with any Hedging Agreement, so long as the aggregate amount of all cash or cash equivalents subject to such Liens or pledges does not exceed $25,000,000 at any time; (i) Liens created, assumed or existing in connection with financings the interest payable in respect of which is exempt from Federal income taxation under Section 103 of the Code or any successor provision; (j) any Lien arising out of the refinancing, extension, renewal or refunding of Indebtedness secured by any Lien permitted by any of the foregoing paragraphs, provided that (i) such Indebtedness is not secured by any additional assets unless such additional Liens are otherwise permitted pursuant to this Section, and (ii) the amount of such Indebtedness secured by such Lien is not increased (it being agreed that any such refinancing, extension, renewal or refunding of Indebtedness incurred under a basket expressed as a dollar amount in any of the foregoing paragraphs of this Section will be applied against and reduce the amount available under such basket); (k) the interests of lessors under operating leases and non-exclusive licensors under license agreements; (l) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (m) rights of setoff, bankers’ liens and other similar Liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; (n) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods; (o) leases or subleases of properties, in each case entered into in the ordinary course of business so long as such leases or subleases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Company or its Subsidiaries or (ii) materially impair the use or the value of the property subject thereto; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business in accordance with the past business practices of such Person, and any products or proceeds thereof to the extent covered by such Liens; and (eq) in addition to the Liens permitted pursuant to any of the foregoing subsections, other Liens securing Indebtedness permitted by Section 6.01obligations in an amount not greater than 15% of Consolidated Net Tangible Assets at any time.

Liens. The Borrower will not, and will not permit any ----- of its Restricted Subsidiary Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property Liens securing Indebtedness permitted to be outstanding pursuant to clause (a)(i), (a)(viii), (a)(xxiv) or asset (a)(xxix) of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofSection 7.1; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, including any equipment, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Lien secures Indebtedness permitted under by Section 6.017.1(a)(iv), (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 one-hundred eighty (180) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and; (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(a)(v), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iv) such Lien shall secure only the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case, to the extent permitted under Section 7.1; (f) Liens to secure any refinancing, refunding, extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (a) and (y) of the definition of “Permitted Encumbrances” and clauses (b), (c), (d) and (e) of this Section 7.2; provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal amount or, if greater, the committed amount of the Indebtedness described under clauses (a) and (y) of the definition of “Permitted Encumbrances” and clauses (b), (c), (d) and (e) of this Section 7.2 at the time the original Lien became a Permitted Lien under this Credit Agreement, and (2) an amount necessary to pay any fees and expenses, including premiums and accrued and unpaid interest, related to such refinancing, refunding, extension, renewal, or replacement; (g) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default; (h) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security, and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (i) Liens in favor of other financial institutions arising in connection with the Borrower’s deposit and/or securities accounts held at such institutions (not securing Indebtedness Indebtedness); (j) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any lease, license or sublicense or concession agreement entered into in the ordinary course of business; (k) Liens arising from precautionary financing statements on operating leases relating solely to personal property covering the leased property in the ordinary course of business, to the extent such operating leases are permitted by Section 6.01.under this Credit Agreement; (l) leases or subleases of real property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business) and leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein; (m) Liens in favor customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business so long as such Liens only cover the related goods;

Liens. The Borrower will not, and will not permit any ----- Domestic Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.02 to the Disclosure Letter (other than, for the avoidance of doubt, Liens securing the Secured Obligations or the Obligations (as defined in the Term Loan Agreement)) and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (d) Liens on fixed or capital assets acquired, constructed constructed, financed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness that is permitted under pursuant to Section 6.016.01(f), (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof; provided that clauses (ii) and (iii) shall not apply to any Refinancing Indebtedness pursuant to Section 6.01(f) hereof or any Lien securing such Refinancing Indebtedness; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (f) the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases; (g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (h) in the case of any joint venture or minority investment by the Borrower or any Subsidiary in any Person, any put and call arrangements related to its Equity Interests set forth in applicable joint venture’s or other Person’s organizational documents or any related joint venture, shareholders, investor rights or similar agreement; (i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; (j) Liens on ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made in connection with any acquisition not prohibited hereunder; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents or other securities on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the banks, securities intermediaries or other depository institutions with which such accounts are maintained, securing amounts owing to such institutions with respect to cash management and operating account arrangements; (l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) Liens on the Equity Interests of Excluded Subsidiaries; (n) Liens and deposits securing obligations under Swap Agreements entered to hedge or mitigate commercial risk and not for speculative purposes; (o) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof; (p) Liens in favor of the Loan Parties; (q) [reserved]; (i) Liens securing Secured Specified Indebtedness (including, for the avoidance of doubt, any such Indebtedness pursuant to the Term Loan Agreement); provided that after giving effect to any incurrence of Liens pursuant to this clause (r)(i) (and subject to Section 1.07), the aggregate principal amount of outstanding Secured Specified Indebtedness secured by Liens incurred pursuant to this clause (r)(i) or clause (r)(ii) below, together with, but without duplication, the aggregate principal amount of outstanding Specified Indebtedness of the Domestic Restricted Subsidiaries that are not Guarantors incurred pursuant to Section 6.01(g), shall not exceed the Certain Specified Indebtedness Cap (for purposes of the foregoing calculation, treating the Commitments hereunder and any other revolving or delayed-draw commitments in respect of Specified Indebtedness as fully drawn); and (ii) Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the foregoing clause (r)(i) or that secure any extension, renewal, replacement, refinancing or refunding (including any successive extensions, renewals, replacements, refinancings or refundings) of any Refinancing Indebtedness within 12 months of the maturity, retirement or other repayment or prepayment of the Specified Indebtedness (including any such repayment pursuant to amortization obligations with respect to such Indebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness is secured by a Lien permitted pursuant to this clause (r). Notwithstanding anything herein to the contrary, Liens securing Indebtedness outstanding on the Closing Date under this Agreement shall be treated as incurred on the Closing Date under this clause (r); and (es) other Liens securing Indebtedness permitted by Section 6.01obligations (other than Specified Indebtedness) in an aggregate principal amount at any time outstanding not to exceed $300,000,000.

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document, including the Secured Obligations; (c) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b); (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary (other than proceeds and replacements of such property or assets and additions and accessions thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted pursuant to Section 6.01; (de) Liens on fixed or capital assets acquired, constructed constructed, developed, restored, replaced, maintained or improved by the Borrower or any Restricted SubsidiarySubsidiary (including any such assets made the subject of a Finance Lease Obligation); provided that (i) such -------- security interests secure Indebtedness permitted under by clause (f) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 one hundred eighty (180) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted SubsidiarySubsidiary (other than any replacements of such property or assets and additions and accessions thereto and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender and permitted under Section 6.01(f), other equipment financed by such lender and permitted under Section 6.01(f)); (f) Liens arising out of sale and leaseback transactions permitted by Section 6.11; (g) bankers liens, rights of set-off and similar Liens incurred on deposits made in the ordinary course of business; (h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder; (i) leases, subleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive licenses granted to third parties; provided that the fair market value of all property for which exclusive licenses (other than intercompany exclusive licenses between and/or among Loan Parties) are granted shall not exceed the greater of (x) $9,000,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available, at any time during the term of this Agreement; (j) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (n) [intentionally omitted]; (o) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of business; (q) Liens in connection with cash collateral and Cash Equivalents securing letters of credit permitted under Section 6.01(r) in an aggregate amount not exceeding 105% of the face amount of such letters of credit; (r) other Liens; provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (r) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed the greater of (x) $7,500,000 and (y) 15% of Consolidated EBITDA as of the last day of the most recently ended Reference Period for which Financial Statements are available and to the extent such Indebtedness is permitted under Section 6.01(l); (s) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations owed by such Subsidiary to such Loan Party; (t) Liens of bailees in the ordinary course of business; (u) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries; and (ev) Liens securing Indebtedness permitted by Section 6.01utility and similar deposits in the ordinary course of business.

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

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

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary that is a Guarantor to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens securing the Indebtedness permitted by clause (d) of Section 6.01 and placed on the property described therein contemporaneously with the purchase thereof or within 90 days thereafter, by the Borrower or any of its Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (f) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the easement; (g) Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all its Subsidiaries) at any one time, (i) if the Borrower has not achieved an Investment Grade Rating, $25,000,000 or, (ii) if the Borrower has achieved an Investment Grade Rating, 10% of Consolidated Net Tangible Assets; (h) any Lien created or assumed by the Borrower or any Subsidiary in connection with the issuance of Indebtedness, the interest on which is excludable from gross income of the holder of such Indebtedness pursuant to the Code, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Borrower or its Subsidiaries; (i) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (j) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; and (ek) Liens securing Indebtedness permitted by Section 6.016.01(e); provided that the Indebtedness secured thereby does not exceed 100% of the fair market value of the assets or Equity Interests acquired in such transaction or acquisition.

Liens. The Borrower will shall not, and will shall not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens pursuant to any Loan Document; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which of the Borrower or any Restricted Subsidiary that it secures on the date hereof and extensionspermitted by Section 6.2(b), renewals and replacements Permitted Refinancing Debt in respect thereof that do does not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which that 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 permitted by Section 6.2(e) and replacements Permitted Refinancing Debt in respect thereof that do does not increase the outstanding principal amount thereof; (de) Liens on fixed or capital assets and the proceeds thereof acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under by clause (e) of Section 6.016.2, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such the fixed or capital assets being acquired, constructed or improved and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (f) Liens and rights of setoff of banks and securities intermediaries in respect of deposit accounts and securities accounts maintained in the ordinary course of business; and (eg) Liens securing Indebtedness permitted by Section 6.01on the Equity Interests of any Unrestricted Subsidiary.

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

Liens. The Parent and the Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary (other than (i) a Subsidiary Guarantor that owns a Collateral Pool Property or a Pledged Property or (ii) a Subsidiary that owns Equity Interests in the Port Imperial Properties) existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property Collateral Pool Property or asset -------- of the Borrower or any Restricted Subsidiary Pledged Property and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (except by the amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or replacement thereof); (c) any Lien on any property or asset of any Subsidiary (other than (i) a Subsidiary that owns a Collateral Pool Property or a Pledged Property or (ii) a Subsidiary that owns Equity Interests in the Port Imperial Properties)) that secures Indebtedness permitted by Section 6.01; and (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- DB3/ 204690278.10 with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary Collateral Pool Property and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; thereof (d) Liens on fixed or capital assets acquired, constructed or improved except by the Borrower amount of any accrued interest and premiums with respect to such Indebtedness and transaction fees, costs and expenses in connection with such extension, renewal or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and (e) Liens securing Indebtedness permitted by Section 6.01replacement thereof).

Liens. The Borrower will not, and will not permit any ----- Restricted Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset -------- of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection -------- with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (c) any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such -------- security interests secure Indebtedness permitted under Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary; (e) accounts receivable balances of up to $400,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions; (f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and (eg) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted by under Section 6.016.01(a)(ix) and the aggregate sale price of the assets sold in sale and leaseback transactions permitted under Section 6.03, do not exceed 15% of Consolidated Net Tangible Assets at any time.