Common use of Liens Clause in Contracts

Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. CreateNo Borrower will, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Obligations; (b) Permitted Liens; (c) Liens securing leases giving rise to Indebtedness of the Borrower or any other Subsidiary incurred pursuant to allowed under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(c); provided that (i) such liens Liens shall be created substantially simultaneously with the acquisition acquisition, repair, improvement or lease, as applicable, of such fixed or capital assetsthe related Property, (ii) such Liens do not at any time encumber any property other than the property Property financed by such Indebtedness and Indebtedness, (iiiii) the amount of Indebtedness secured thereby is not increasedincreased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable) together with any financing for interest thereon; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2disclosed on Schedule 6.02; (e) any Lien arising out of the modificationrefinancing, replacementextension, extension renewal or renewal refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses (c) and (d) above and clauses (f) and (g) of in this Section 7.3 upon or in 6.02; provided that any such Indebtedness is not increased beyond the same assets theretofore subject to such Lien amount thereof outstanding on the date hereof (other than after acquired property that increases associated with the capitalization of refinancing costs) and is affixed or incorporated into the property covered not secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2any additional assets; (f) Liens (i) of a collection bank arising out under Section 4-210 of conditional sale, title retention, consignment or similar arrangements for sale the UCC on items in the course of goods entered into by collection and (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the Parent Guarantor or any right of its Subsidiaries set-off) and which are within the general parameters customary in the banking industry; (g) Liens made in the ordinary course of business to secure liability to insurance carriers respecting the financing of insurance premiums permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesunder Section 6.01(j); (h) non-recourse Liens that are contractual rights on Equity Interests of set-off (i) relating joint ventures in favor of such joint venture parties themselves or the lenders 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businesssuch joint venture; (i) Liens on cash collateral to secure letters of credit used for plugging and abandonment obligations, which do not constitute a Material Adverse Effect (as determined by the account of the Loan Parties or any of their respective Subsidiaries Administrative Agent, in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(lits sole discretion); (j) to Liens securing Indebtedness permitted under Section 6.01(l); provided, however, that such Liens encumber only the extent constituting Liens, Liens applicable assets of a Customer arising with respect to any real or personal property owned by such Customer or any other the Person that is becomes a Subsidiary of the Company and such Liens were not created in contemplation of such Person becoming a Group Member, that is in Subsidiary of the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; andCompany; (k) additional Liens upon Property created after the date hereof which do not secure debt for borrowed money (other Liens securing Indebtedness than Pcards and Epayables) or other obligations in an under Swap Agreements, provided that (A) the aggregate principal amount obligations secured thereby and incurred on or after the date hereof shall not to exceed $1,000,0002,500,000 in the aggregate at any one time outstanding, and (B) if such Liens encumber cash collateral, the aggregate amount of cash on deposit shall not exceed $1,500,000; provided that in no event shall any Liens permitted by this clause encumber any Oil and Gas Properties evaluated in determining the Borrowing Base; provided that, in any event, no Liens encumbering any Property of any Credit Party shall secure Swap Obligations other than Lender Swap Obligations.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon that secures obligations under any of its propertyIndebtedness on any property or assets at the time owned by it, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c1) Liens securing Indebtedness incurred in accordance with Sections 6.01(1) or 6.01(2); provided that, in the case of Indebtedness incurred in accordance with Section 6.01(2), the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedBorrower; (d2) Liens securing Indebtedness existing on the Closing Date and listed on Schedule 7.3(d), Date; provided that (i) no such Lien is spread to cover any additional property after Liens only secure the obligations that they secure on the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.26.01) and do not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than replacements, additions, accessions and improvements thereto; (e3) Liens securing Indebtedness incurred in accordance with Section 6.01(5); provided that such Liens only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto); (4) Liens on accounts receivable and related assets of the type specified in the definition of Qualified Receivables Financing securing Indebtedness incurred in accordance with Section 6.01(18); (5) Liens on assets or Equity Interests of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 6.01(22); (6) Liens securing Permitted Refinancing Indebtedness incurred in accordance with Section 6.01(25); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (or, under the written arrangements under which the original Lien arose, could secure) the modificationoriginal Lien (plus any replacements, additions, accessions and improvements thereto); (a) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at the time the Borrower or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or into the Borrower or any of the Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition; (8) Liens on property or assets of any Restricted Subsidiary that is not a Guarantor; (9) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (10) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and any replacement, extension or renewal of any Lien permitted by clauses such Liens (c) so long as the Indebtedness and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered obligations secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as Liens are permitted by Section 7.2this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal; (f11) Liens arising out securing judgments that do not constitute an Event of conditional saleDefault under Section 8.01(10) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of affected Restricted Subsidiary has set aside on its Subsidiaries books reserves in accordance with GAAP with respect thereto; (12) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business permitted securing obligations that are not overdue by this Agreementmore than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP; (ga) Liens encumbering reasonable customary initial pledges and deposits and margin other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (b) 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 the Borrower or any Restricted Subsidiary; (14) 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 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) incurred by the Borrower or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (15) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (h16) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (17) 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, (iia) relating to pooled deposit or sweep accounts of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary or (iiib) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business; (i18) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure letters banker’s liens, rights of credit used for the account of the Loan Parties set-off or any of their respective Subsidiaries similar rights; (19) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent that do not interfere in any material respect with past practices the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (20) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment; (21) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (22) Liens arising from precautionary Uniform Commercial Code financing statements; (23) Liens on Equity Interests of any joint venture (a) securing obligations of such joint venture or (b) pursuant to the extent relevant joint venture agreement or arrangement; (24) 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; (25) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof; (26) Liens securing insurance premium financing arrangements; (27) Liens on vehicles or equipment of the Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business; (28) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (29) Liens: (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection; (b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (c) in favor of banking or other financial institutions or entities, or electronic payment service providers, 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 or finance industry; (30) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (31) Liens that rank pari passu with the Liens securing the Obligations if the Senior Secured First Lien Net Leverage Ratio as of the date on which such Liens are permitted by first created is less than or equal to the lesser of (i) Closing Date Senior Secured First Lien Net Leverage Ratio and (ii) 4.50 to 1.00; provided (x) that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and a First Lien Intercreditor Agreement and (y) the pricing of such Indebtedness complies with Section 7.2(l2.18(8); (j32) Liens that rank junior to the extent constituting LiensLiens securing both the Obligations and the ABL Obligations, if the Total Net Leverage Ratio as of the date on which such Liens are first created is less than or equal to the lesser of a Customer arising with respect (i) Closing Date Total Net Leverage Ratio and (ii) 6.00 to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, 1.00; provided that a Debt Representative acting on behalf of the holders of such Customer Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and a Junior Lien shall not extend to any property of any Group Member; andIntercreditor Agreement; (k33) other Liens securing Indebtedness or other additional obligations in an aggregate outstanding principal amount not to exceed the greater of (a) $1,000,000100.0 million and (b) 1.85% of Consolidated Total Assets as of the date such Liens are first created; (34) Liens securing (a) Specified Hedge Obligations and Cash Management Obligations, which amounts are secured under the Loan Documents, and (b) amounts owing to any Qualified Counterparty (as defined in the ABL Credit Agreement) under any Specified Hedge Agreement (as defined in the ABL Credit Agreement) and Cash Management Obligations (as defined in the ABL Credit Agreement), which amounts are secured under the ABL Loan Documents; provided that, in each case, the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of the Borrower; (35) Liens securing Indebtedness incurred in accordance with Section 6.01(13) solely encumbering the assets that are subject of such Indebtedness; and (36) Liens securing Indebtedness incurred in accordance with Section 6.01(29), solely encumbering the Headquarters. For purposes of this Section 6.02, Indebtedness will not be considered incurred under a subsection or clause of Section 6.01 if it is later reclassified as outstanding under another subsection or clause of Section 6.01 (in which event, and at which time, same will be deemed incurred under the subsection or clause to which reclassified).

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Financing Subsidiaries; (d) Liens created pursuant to the Security Documents securing Secured Longer-Term Indebtedness incurred pursuant to Section 7.26.01(b); (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Permitted Liens; (f) additional Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries securing Indebtedness not to exceed $3,000,000 in the ordinary course aggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of business permitted by this Agreement;; and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred on Equity Interests in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given any SBIC Subsidiary created in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts favor of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000SBA.

Liens. CreateNeither the Borrower nor any Restricted Subsidiary will create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether asset now owned or hereafter acquiredacquired by it, except: (a) Prior to the Investment Grade Rating Date: (i) Liens described in Section 6.01(b)(vi) through (vii), and Section 6.01(b)(ix) through (xix); (ii) Liens under any Sale/Leaseback Transaction permitted under Section 6.03; (iii) Liens on cash and cash equivalents securing the Hedging Obligations that are incurred permitted under the Revolving Credit Agreement; (iv) Liens not otherwise permitted by the other clauses of this Section 6.01(a) securing Indebtedness or other obligations of the Loan Documents;Parties or any of their respective Restricted Subsidiaries; provided that the sum, without duplication, of (1) the aggregate principal amount of all such Indebtedness and obligations plus (2) the outstanding Attributable Debt under all Sale/Leaseback Transactions of the Loan Parties and Restricted Subsidiaries permitted under Section 6.03, does not exceed an amount equal to 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Lien or such Attributable Debt, as applicable; and (v) Liens existing on the Closing Date. (b) Permitted LiensFrom and after the Investment Grade Rating Date: (i) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower and not created in contemplation of such event; provided that such Lien attaches only to such asset and proceeds thereof; (cii) Liens any Lien on any asset securing Indebtedness (including Liens in respect of Capital Lease Obligations) incurred or assumed for the purpose of financing all or any part of the Borrower cost of acquiring, constructing, repairing or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assetsimproving such asset; provided that (i) such liens shall be created substantially simultaneously Lien attached to such asset concurrently with or within 90 days after the acquisition thereof or the date of completion of such fixed construction, repair or capital assetsimprovement, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) all such Liens attach only to the amount assets purchased, constructed, repaired or improved with the proceeds of the Indebtedness secured thereby is not increasedand improvements, accessions, general intangibles and proceeds related thereto; (diii) Liens any Lien on any asset of any Person existing on at the Closing Date time such Person is merged or consolidated with or into the Borrower or a Restricted Subsidiary and listed on Schedule 7.3(d), not created in contemplation of such event; provided that (i) no such Lien is spread attaches only to cover any additional property after the Closing Date such asset and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2proceeds thereof; (eiv) any Lien existing on any asset prior to the modificationacquisition thereof by the Borrower or a Restricted Subsidiary and not created in contemplation of such acquisition; provided that such Lien attaches only to such asset and proceeds thereof; (v) any Lien arising out of the refinancing, replacementextension, extension renewal or renewal refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in 6.01(b); provided that the same assets theretofore subject to principal amount of such Lien Indebtedness is not increased (other than after acquired property that is affixed by amounts incurred to pay the costs of such refinancing, extension, renewal or incorporated into the property covered by refunding and any premiums paid in connection therewith) and such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereofdoes not attach to any additional assets; (vi) or Liens in favor of (x) the modification, refunding, refinancing, replacement, extension or renewal of the Administrative Agent securing Indebtedness or other obligations secured thereby existing pursuant to the Revolving Credit Agreement and Liens in favor of a Credit Party (as defined in the Revolving Credit Agreement) on cash or cash equivalents required by the terms of the Revolving Credit Agreement and (y) the Lender securing Indebtedness or other obligations pursuant to this Agreement; (vii) Liens to secure Indebtedness incurred or assumed in connection with pollution control, industrial revenue bond or similar types of financing, and Liens on property in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of any such jurisdiction, to secure Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing, repairing or improving the property subject thereto; (viii) Liens granted on accounts receivable or other rights to payment and related assets in connection with Securitization Transactions permitted by Section 7.26.03(b); (fix) Liens arising out of conditional saleon precious metals catalysts in connection with lease transactions and Liens under any Sale/Leaseback Transaction, title retention, consignment or similar arrangements for sale of goods entered into by in each case to the Parent Guarantor or any of its Subsidiaries in the ordinary course of business extent permitted by this Agreement; (gx) Liens encumbering reasonable customary initial deposits on cash collateral granted to an Issuing Bank (as defined in the Revolving Credit Agreement) in connection with the replacement of such Issuing Bank under the Revolving Credit Agreement; (xi) Liens for taxes that (i) are not yet due, (ii) are not more than sixty (60) days past due and margin deposits not subject to penalties for non-payment, or (iii) are being contested in good faith and similar Liens attaching to commodity trading accounts by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (xii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, or other brokerage accounts incurred similar types of Liens arising in the ordinary course of business securing amounts which are not overdue for a period of more than 60 days or which are being contested in good faith and not for speculative purposesby appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (hxiii) 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 pledges or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred deposits in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders in connection with workers’ compensation, unemployment insurance and other agreements entered into with customers social security legislation, other than any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended from time to time; (xiv) Liens to secure the Parent Guarantor or any performance of its Subsidiaries bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ixv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (xvi) Liens on cash collateral to secure letters of credit used securing judgments for the account payment of money not constituting an Event of Default under clause (g) of Article VII; (xvii) Liens in favor of banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Loan Parties Borrower or any of their respective its Restricted Subsidiaries on deposit with or in the possession of such bank, in each case in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)business; (jxviii) customary netting and offset provisions in Hedging Agreements; (xix) Liens on Equity Interests in an Unrestricted Subsidiary to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by secure Non-Recourse Debt on which such Customer or any other Person that Unrestricted Subsidiary is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberan obligor; and (kxx) other Liens not otherwise permitted by the foregoing clauses of this Section 6.01(b) securing Indebtedness or other obligations and Hedging Obligations; provided that Priority Debt shall not exceed the amount permitted by Section 6.03(a) as of the last day of any fiscal quarter (beginning with the last day of the fiscal quarter in an aggregate principal amount not to exceed $1,000,000which the Investment Grade Rating Date occurs).

Liens. Create, incur, assume, incur or suffer to exist assume any Lien upon on any of its propertyproperty or assets (including Equity Interests or other securities of any person) at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing First Restatement Effective Date and listed (or created following the First Restatement Effective Date pursuant to agreements in existence on the First Restatement Effective Date requiring the creation of such Liens) and, in each case, set forth on Schedule 7.3(d6.02(a), ; provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Liens shall secure only those obligations that it secures they secure on the date hereof First Restatement Effective Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in any of the same assets theretofore subject to such Lien (other Restricted Subsidiaries other than after (A) after-acquired property that is affixed to or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) Liens existing on the First Restatement Effective Date securing property or financed by assets having a fair market value not to exceed $5.0 million in the aggregate and, in each case, any modifications, replacements, renewals or extensions thereof; (b) any Lien created under the Loan Documents, and any Lien created under the definitive documentation evidencing any other Indebtedness permitted under Section 7.2 and proceeds and products thereof6.01(b); (c) or the modification, refunding, refinancing, replacement, extension or renewal of the any Lien securing Indebtedness or other obligations secured thereby as Permitted Refinancing Indebtedness permitted by Section 7.26.01(i); provided that in the case of a Lien securing Permitted Refinancing Indebtedness, such Lien shall be permitted subject to compliance with clause (d) of the definition of “Permitted Refinancing Indebtedness”; (fd) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising out in the ordinary course of conditional salebusiness 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, title retentionif applicable, consignment the Borrower or similar any of the other Restricted Subsidiaries shall have set aside on 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 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 sale reimbursement or indemnification obligations of goods entered into by (including obligations in respect of letters of credit or bank guarantees for the Parent Guarantor benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (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, 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) incurred by the Borrower or any of the other Restricted Subsidiaries in the ordinary course of business permitted by this Agreementbusiness, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (gh) Liens encumbering reasonable customary initial deposits zoning restrictions, survey exceptions and margin deposits such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or the other Restricted Subsidiaries; (hi) Liens securing Indebtedness permitted by Section 6.01(j) (limited to the assets subject to such Indebtedness or accessions to such property or the proceeds therefrom); (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 Sale and Lease-Back Transaction and any accessions thereto or proceeds 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 on or subsequent to the Closing Date pursuant to Section 5.10 and any replacement, extension or renewal of any such Lien (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement); 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 and any after-acquired property that is affixed to or incorporated into the property covered by such ▇▇▇▇; (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any of the other Restricted Subsidiaries 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 Parent Guarantor Borrower or any of its the other Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its the other Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its the other Restricted Subsidiaries in the ordinary course of business; (io) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure letters banker’s liens, rights of credit used for the account of the Loan Parties set-off or any of their respective Subsidiaries similar rights; (p) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent that do not interfere in any material respect with past practices the business of the Borrower and any of the other Restricted 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 the Borrower or any of the other Restricted 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 Restricted Subsidiary that is not a Loan Party securing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted under Section 6.01; (t) Liens with respect to property or assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 6.01(s); (u) Liens securing Leverage Ratio Debt; provided such Liens (i) apply only to property or assets of a Foreign Subsidiary, (ii) apply only to the Collateral and are (A) with respect to the Term Loan Priority Collateral, junior in priority to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations, but senior in priority to the Liens on the Term Loan Priority Collateral securing the Obligations and (B) with respect to the ABL Priority Collateral, junior in priority to the Liens on the ABL Priority Collateral securing the Obligations and the Term Loan Obligations or (iii) apply only to the Collateral and are junior in priority to the Liens on the Collateral securing the Obligations and the Term Loan Obligations; provided further any such Liens on Collateral are governed by an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements; (x) Liens on Equity Interests of any joint venture or Unrestricted Subsidiary (i) securing obligations of such joint venture or Unrestricted Subsidiary, as the case may be, or (ii) pursuant to the relevant joint venture agreement or arrangement; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (d) of the definition thereof; (z) Liens securing obligations in respect of trade-related letters of credit, trade-related bank guarantees or similar trade-related obligations permitted under Section 6.01(w) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; (aa) Liens securing insurance premium financing arrangements so long as such Liens are limited to the applicable unearned insurance premiums; (bb) Liens in favor of the Borrower or any of the Restricted Subsidiaries; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; (cc) Liens securing obligations permitted under Section 6.01(m) to the extent such letters of credit Liens are permitted by Section 7.2(l)subject to the ABL/Term Loan Intercreditor Agreement or other intercreditor agreement(s) reasonably satisfactory to the Administrative Agent and substantially consistent with and no less favorable to the Lenders in any material respect than the ABL/Term Loan Intercreditor Agreement; (jdd) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien permitted by the foregoing clauses; provided, however, that (x) such new Lien pursuant to this clause (dd) shall be limited to all or part of the same property (which, for the avoidance of doubt, may include after-acquired property to the extent constituting Lienssuch after-acquired property would be subject to the existing Lien) that secured the original Lien (plus improvements on and accessions to such property), Liens of a Customer arising with respect and (y) the Indebtedness secured by such ▇▇▇▇ at such time pursuant to this clause (dd) is not increased to any real amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, plus accrued interest, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or personal property owned by such Customer or any other Person that is not a Group Memberreplacement; provided, further, that is in if any original Lien was subject to an intercreditor agreement with the possession or control of a Group MemberAdministrative Agent, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer new Lien shall not extend be subject to an intercreditor agreement substantially consistent with and no less favorable to the Lenders in any property of any Group Membermaterial respect than such original intercreditor agreement; and (kee) other Liens securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not to exceed exceed, at the time of incurrence of such Lien (and after giving effect thereto) the greater of (i) $1,000,00050.0 million and (ii) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which the Required Financial Statements have been delivered pursuant to Section 5.04, so long as any such Liens on the Accounts or Inventory of any Borrower Party or Guarantor are subordinated to the Liens on such assets securing the Obligations pursuant to the ABL/Term Loan Intercreditor Agreement or another intercreditor agreement substantially consistent with and no less favorable to the Lenders in any material respect than the ABL/Term Loan Intercreditor Agreement. 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 described in Section 6.02(a) through Section 6.02(ee) 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) (other than any Lien permitted by Section 6.02(b) or (cc)) meets the criteria of another category of Permitted Liens described in Section 6.02 (other than Section 6.02(b) or (cc)), the Borrower may, in its sole discretion, reclassify such Lien securing such item of Indebtedness (or any portion thereof) and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to such other clause.

Liens. Create, incur, assume, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations for Taxes not yet due or that are incurred under being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Loan Documentsbooks of the MLP or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (b) Transaction Liens; (c) Permitted Liens; (cd) Liens securing Indebtedness any Lien on any property of the Borrower MLP or any other Restricted Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and listed in Schedule 7.3 and any modifications, refundings, refinancings, extensionsreplacements, renewals or extensions thereof; provided that the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case, other than the initial property so subject to such Lien and replacements of such the Indebtedness and other obligations originally so secured, and any modifications, replacements, renewals, extensions or refinancings thereof permitted by Section 7.2hereunder; (e) Liens on assets acquired, constructed, developed, designed or improved by the modification, replacement, extension MLP or renewal of any Lien permitted by clauses Restricted Subsidiary; provided that (cA) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered Indebtedness secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as Liens is permitted by Section 7.27.2(j), and (B) such Liens will only apply to such assets (plus additions, accessions, replacements to or of such assets); (f) Liens arising out securing Indebtedness permitted by Section 7.2(e) or (j)(ii); provided that any such Lien is not extended to cover any other property or assets of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor MLP or any Restricted Subsidiary (except additions, accessions, replacement and improvements to or of its Subsidiaries in the ordinary course property or assets subject to such Lien), except to the extent such extended Lien is permitted to be incurred under any other clause of business permitted by this AgreementSection 7.3; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching any Lien granted in favor of the Swing line Lender or any Issuing Bank pursuant to commodity trading accounts arrangements designed to eliminate such Swing line Lender’s or other brokerage accounts incurred Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in the ordinary course Swing line Loans or Letters of business and not for speculative purposesCredit, respectively, as contemplated by Section 2.20; (h) 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 securing Indebtedness or sweep accounts other obligations of the Parent Guarantor MLP or any of its Subsidiaries a Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessa Loan Party; (i) Liens on cash collateral to secure letters Capital Stock of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)Unrestricted Subsidiary; (j) to Liens securing obligations under Hedging Agreements of the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer MLP or any other Person that is not a Group Member, that is Restricted Subsidiary permitted under Section 7.2(o) and deposits and margin payments made in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementconnection therewith, provided that the aggregate amount of such Customer Lien deposits and margin payments at any time shall not exceed $10,000,000; (k) [reserved]; (l) Liens incurred in connection with Sale and Leaseback Transactions permitted under Section 7.2(e); (m) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the MLP, provided such Liens were not created in contemplation thereof and do not extend to any other property of the MLP or any Group MemberRestricted Subsidiary (except additions, accessions, replacements and improvements to or of the property or assets subject to such Lien), except to the extent such extended Lien is Permitted to be incurred under any other clause of this Section 7.3; (n) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby (for the MLP and all Restricted Subsidiaries) do not exceed the greater of (A) $50,000,000 and (B) 5.0% of Consolidated Net Tangible Assets at any time outstanding (determined at the time of incurrence), which Liens, if secured by Collateral, may be equal and ratable with or junior to the Transaction Liens; provided that in the event that such Liens are secured by Collateral, such Liens are subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent; and (ko) other Liens securing Indebtedness pursuant to or other obligations contemplated by the Transaction Documentation in an effect on the Closing Date, and as amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate principal amount not to exceed $1,000,000taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation.

Liens. CreateThe Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Parent or any Restricted Subsidiary, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are equally and ratably secured. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the Borrower or any other Subsidiary terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof, and (C) Liens securing Pari Passu Indebtedness permitted to be incurred pursuant to Section 7.2(f4.09 hereof; provided, that at the time of any incurrence of such Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the calculation of the Consolidated Leverage Ratio) under this clause (C), the Consolidated Secured Leverage Ratio shall not be greater than 3.50 to finance 1.00. Any Lien created for the acquisition benefit of fixed or capital assets; provided that (i) such liens the Holders of the Notes pursuant to this Section 4.12 shall be created substantially simultaneously with deemed automatically and unconditionally released and discharged upon the acquisition release and discharge of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0004.12.

Liens. CreateCompany will not and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired, except:or assign or otherwise convey any right to receive income to secure any obligation; except for the following Liens (herein referred to as “Permitted Liens”): (a) Liens securing the Obligations that are incurred under created by the Loan Documents; (b) Customary Permitted Liens; (c) Liens securing existing on the date hereof to secure Indebtedness of the Borrower or any to Remain Outstanding listed on Schedule 8.2(j) hereto and Permitted Refinancings thereof and other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedlisted on Schedule 8.1(c); (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that any property (i) no securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien is spread to cover any additional property property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements respective purchase of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (cassets) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products Permitted Refinancings thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or securing Sale and Leaseback Transactions and Permitted Refinancings thereof, and (iii) relating to purchase orders of any Person at the time such property is acquired or such Person becomes a Subsidiary and, in each case within this clause (iii), not created in contemplation of or in connection with such event and other agreements entered into with customers Permitted Refinancings thereof; provided that in the case of each of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.foregoing:

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) Liens on Equity Interests in any SBIC Subsidiary created in favor of the modification, replacement, extension or renewal of SBA and Liens on Equity Interests in any Lien permitted by clauses Structured Subsidiary described in clause (c) and (d) above and clauses (f) and (ga) of this Section 7.3 upon or the definition thereof in the same assets theretofore subject favor of and required by any lender providing third-party financing to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Structured Subsidiary; (f) Liens arising out on assets owned by (i) Immaterial Subsidiaries created in favor of conditional sale, title retention, consignment an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iii) and (ii) any other Subsidiary (other than (1) an Obligor or similar arrangements for sale (2) a Financing Subsidiary) created in favor of goods entered into by an Obligor to the Parent Guarantor or any of its Subsidiaries in the ordinary course of business extent solely securing Indebtedness permitted by this Agreement;under Section 6.01(j)(iv); and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other additional Liens securing Indebtedness or other obligations in an aggregate principal amount not for borrowed money not to exceed $1,000,0005,000,000 in the aggregate.

Liens. CreateNo Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired, except:or assign or otherwise convey any right to receive income to secure any obligation; except for the following Liens (herein referred to as “Permitted Liens”): (a) Liens securing the Obligations that are incurred under created by the Loan Documents; (b) Customary Permitted Liens; (c) Liens securing existing on the date hereof to secure Indebtedness of the Borrower or any to Remain Outstanding listed on Schedule 8.2(i) hereto and Permitted Refinancings thereof and other Subsidiary incurred pursuant to Section 7.2(fLiens listed on Schedule 8.1(c) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedhereto; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that any property (i) no securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien is spread to cover any additional property property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days after the Closing Date respective purchase of assets), and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products Permitted Refinancings thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or securing Sale and Leaseback Transactions and Permitted Refinancings thereof, and (iii) relating to purchase orders of any Person at the time such property is acquired or such Person becomes a Subsidiary and, in each case, within this clause (iii), not created in contemplation of or in connection with such event and other agreements entered into with customers Permitted Refinancings thereof; provided that in the case of each of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.foregoing:

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, any Borrower or any of its propertythe Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except: (a) Liens securing in favor of the Obligations that are incurred under Collateral Agent for the Loan Documentsbenefit of the Secured Parties granted pursuant to any Credit Document; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on in Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof 6.2 and any modifications, refundingsreplacements, refinancingsrenewals, extensionsrestructurings, renewals and replacements of such obligations permitted by Section 7.2; refinancings or extensions thereof; provided, (ei) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (does not extend to any additional property other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 6.1 and (B) proceeds and products thereofthereof and (ii) or the modificationreplacement, refunding, refinancing, replacementrenewal, extension or renewal refinancing of the Indebtedness or other obligations secured thereby as or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.26.1; (d) Liens, if any, in favor of the Issuing Bank and/or the Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder; (e) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(h) in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies, (ii) arising out of judgments or awards against Holdings, any Borrower or any of the Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices arising out of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (f) Liens arising out securing Indebtedness permitted pursuant to Section 6.1(h); provided that (i) such Liens are created within 270 days of conditional salethe acquisition, title retentionconstruction, consignment repair, lease or similar arrangements improvement (as applicable) of the property subject to such Liens (ii) the Indebtedness secured thereby does not exceed 100% of the cost of the applicable property, improvements or equipment at the time of such acquisition (or construction) plus the amount of any fees or other expenses incurred in connection therewith, and (iii) such Liens do not at any time extend to or cover any assets (except for sale replacements, additions and accessions to such assets) other than the assets subject to such Capital Leases and the proceeds and products thereof and customary security deposits; provided, individual financings of goods entered into equipment provided by the Parent Guarantor or any one lender may be cross collateralized to other financings of its Subsidiaries in the ordinary course of business permitted equipment provided by this Agreementsuch lender; (g) Liens encumbering reasonable customary initial deposits existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 5.15), but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and margin deposits accessions thereof and similar Liens attaching other than after-acquired property subjected to commodity trading accounts or a Lien securing Indebtedness and other brokerage accounts obligations incurred in prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the ordinary course of business and not for speculative purposesIndebtedness (if any) secured thereby is permitted under Section 6.1; (h) Liens securing Indebtedness subject to a Permitted Refinancing, but only if the applicable refinanced Indebtedness is permitted by Section 6.1 and is secured at the time that the applicable refinancing Indebtedness is issued or incurred; provided, (x) the Lien securing the applicable refinancing Indebtedness shall be no broader with respect to the type or scope of assets covered thereby than the Lien that secured the applicable refinanced Indebtedness at the time of the issuance or incurrence of such refinancing Indebtedness, and, if applicable, any after-acquired property that is affixed or incorporated into the property covered by such Lien and the proceeds and products thereof and (y) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured by Liens that are contractual rights of set-off (i) relating contractually junior to the establishment of depository relations with banks not given Liens securing the Obligations, such modification, refinancing, refunding, renewal, replacement or extension Indebtedness shall be unsecured or secured by Liens that are contractually junior to the Liens securing the Obligations on terms (a) at least as favorable (taken as a whole) (as reasonably determined in connection good faith by Holdings in consultation with the issuance of Indebtedness, (iiAdministrative Agent) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Lenders as those contained in the ordinary course of business of documentation governing the Parent Guarantor Indebtedness being modified, refinanced, refunded, renewed, replaced or any of its Subsidiaries extended or (iiib) relating otherwise reasonably acceptable to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessAdministrative Agent; (i) Liens on cash collateral to secure letters securing Indebtedness of credit used for any Borrower or the account of the Loan Parties or any of their respective Restricted Subsidiaries in the ordinary course of business consistent with past practices an aggregate amount for all such Persons not to the extent such letters of credit are permitted by Section 7.2(l)exceed at any time $5,000,000; (j) Liens on property of Restricted Subsidiaries that are not Credit Parties securing Indebtedness of such Restricted Subsidiaries permitted under Section 6.1(l); provided that such Liens are limited to the extent constituting Liens, Liens assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Restricted Subsidiary that is not a Group MemberCredit Party; (k) Liens securing Indebtedness (and related obligations) permitted under clause (ii) of the definition of Permitted Obligations; (l) Liens on Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), that is in subject to the possession Intercreditor Agreement or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee another intercreditor or held by a Group Member pursuant subordination agreement reasonably satisfactory to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberthe Administrative Agent; and (km) other Liens on the Collateral securing Indebtedness (x) Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or other obligations (y) Permitted Second Priority Refinancing Debt, subject to the Intercreditor Agreement. For purposes of determining compliance with this Section 6.2, if any Lien meets the criteria of more than one of the categories of Liens described in an aggregate principal Section 6.2(a) through 6.2(m), for the avoidance of doubt the Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to include the amount not and type of Lien in one or more of the above clauses; provided that all Liens created under the Credit Documents will be deemed to exceed $1,000,000have been created in reliance only on Section 6.2(a) and, if applicable, Section 6.2(d).

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, any Borrower or any of its propertythe Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except: (a) Liens securing in favor of the Obligations that are incurred under Collateral Agent for the Loan Documentsbenefit of the Secured Parties granted pursuant to any Credit Document; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on in Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof 6.2 and any modifications, refundingsreplacements, refinancingsrenewals, extensionsrestructurings, renewals and replacements of such obligations permitted by Section 7.2; refinancings or extensions thereof; provided, (ei) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (does not extend to any additional property other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 6.1 and (B) proceeds and products thereofthereof and (ii) or the modificationreplacement, refunding, refinancing, replacementrenewal, extension or renewal refinancing of the Indebtedness or other obligations secured thereby as or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.26.1; (d) Liens, if any, in favor of the Issuing Bank and/or the Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations under the First Lien Credit Agreement (and with capitalized terms in this clause (d) having the meanings given to such terms in the First Lien Credit Agreement); (e) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(h) in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies, (ii) arising out of judgments or awards against Holdings, any Borrower or any of the Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices arising out of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (f) Liens arising out securing Indebtedness permitted pursuant to Section 6.1(h); provided that (i) such Liens are created within 270 days of conditional salethe acquisition, title retentionconstruction, consignment repair, lease or similar arrangements improvement (as applicable) of the property subject to such Liens (ii) the Indebtedness secured thereby does not exceed 100% of the cost of the applicable property, improvements or equipment at the time of such acquisition (or construction) plus the amount of any fees or other expenses incurred in connection therewith, and (iii) such Liens do not at any time extend to or cover any assets (except for sale replacements, additions and accessions to such assets) other than the assets subject to such Capital Leases and the proceeds and products thereof and customary security deposits; provided, individual financings of goods entered into equipment provided by the Parent Guarantor or any one lender may be cross collateralized to other financings of its Subsidiaries in the ordinary course of business permitted equipment provided by this Agreementsuch lender; (g) Liens encumbering reasonable customary initial deposits existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 5.15), but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and margin deposits accessions thereof and similar Liens attaching other than after-acquired property subjected to commodity trading accounts or a Lien securing Indebtedness and other brokerage accounts obligations incurred in prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the ordinary course of business and not for speculative purposesIndebtedness (if any) secured thereby is permitted under Section 6.1; (h) Liens securing Indebtedness subject to a Permitted Refinancing, but only if the applicable refinanced Indebtedness is permitted by Section 6.1 and is secured at the time that the applicable refinancing Indebtedness is issued or incurred; provided, (x) the Lien securing the applicable refinancing Indebtedness shall be no broader with respect to the type or scope of assets covered thereby than the Lien that secured the applicable refinanced Indebtedness at the time of the issuance or incurrence of such refinancing Indebtedness, and, if applicable, any after-acquired property that is affixed or incorporated into the property covered by such Lien and the proceeds and products thereof and (y) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured by Liens that are contractual rights of set-off (i) relating contractually junior to the establishment of depository relations with banks not given Liens securing the Obligations, such modification, refinancing, refunding, renewal, replacement or extension Indebtedness shall be unsecured or secured by Liens that are contractually junior to the Liens securing the Obligations on terms (a) at least as favorable (taken as a whole) (as reasonably determined in connection good faith by Holdings in consultation with the issuance of Indebtedness, (iiAdministrative Agent) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Lenders as those contained in the ordinary course of business of documentation governing the Parent Guarantor Indebtedness being modified, refinanced, refunded, renewed, replaced or any of its Subsidiaries extended or (iiib) relating otherwise reasonably acceptable to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessAdministrative Agent; (i) Liens on cash collateral to secure letters securing Indebtedness of credit used for any Borrower or the account of the Loan Parties or any of their respective Restricted Subsidiaries in the ordinary course of business consistent with past practices an aggregate amount for all such Persons not to the extent such letters of credit are permitted by Section 7.2(l)exceed at any time $6,000,000; (j) Liens on property of Restricted Subsidiaries that are not Credit Parties securing Indebtedness of such Restricted Subsidiaries permitted under Section 6.1(l); provided that such Liens are limited to the extent constituting Liens, Liens assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Restricted Subsidiary that is not a Group MemberCredit Party; (k) Liens securing Indebtedness (and related obligations) permitted under clause (ii) of the definition of Permitted Obligations; (l) Liens on Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), that is in subject to the possession Intercreditor Agreement or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee another intercreditor or held by a Group Member pursuant subordination agreement reasonably satisfactory to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberthe Administrative Agent; and (km) other Liens on the Collateral securing Indebtedness (x) Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or other obligations (y) Permitted Second Priority Refinancing Debt, subject to the Intercreditor Agreement. For purposes of determining compliance with this Section 6.2, if any Lien meets the criteria of more than one of the categories of Liens described in an aggregate principal Section 6.2(a) through 6.2(m), for the avoidance of doubt the Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to include the amount not and type of Lien in one or more of the above clauses; provided that all Liens created under the Credit Documents will be deemed to exceed $1,000,000have been created in reliance only on Section 6.2(a) and, if applicable, Section 6.2(d).

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a) to the Original Credit Agreement and (ii) any modifications, replacements, renewals or extensions thereof; provided, that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (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) or financed permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted under by Section 7.2 6.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the modificationLiens securing the Term B Loans, refundingsuch Liens shall be subject to a Permitted Junior Intercreditor Agreement and (iii) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term B Loans, refinancing, replacement, extension or renewal (x) such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement and (y) any Indebtedness for borrowed money in the form of term loans secured by such Liens shall be subject to the Indebtedness or other obligations secured thereby as permitted by last paragraph of Section 7.26.02; (fd) Liens arising out for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, such as 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin compliance with the Federal Employers Liability Act or 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 the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits 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) 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 restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 6.01(i) or (j); provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction, 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 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 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 and additions thereto or proceeds and 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 on or subsequent to the Closing Date and pursuant to the Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 to the Original Credit Agreement 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 or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-off (and related pledges) (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 deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries 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 customers, suppliers or service providers of the Parent Guarantor Borrower or any Subsidiary in the ordinary course of business; (o) 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; (p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (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 solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (i) 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 and (ii) Liens with respect to property or assets of the applicable joint venture or the Equity Interests of such joint venture securing Indebtedness permitted under Section 6.01(bb) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (t)(ii) 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 (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens); (u) Liens on any amounts held by a trustee or agent 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; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (y) Liens (i) on Equity Interests of, or loans to, joint ventures (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests of, or loans to, Unrestricted Subsidiaries; (z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (aa) Liens in respect of Permitted Securitization Financings that extend only to the assets subject thereto and Equity Interests of Special Purpose Securitization Subsidiaries; (bb) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums; (cc) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (dd) Liens securing Indebtedness or other obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (ee) Liens (i) on not more than $15,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes and (ii) on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (gg) Liens on Collateral that are Junior Liens, so long as immediately after giving effect to the incurrence of the Indebtedness secured by such Junior Liens and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 3.00 to 1.00; (hh) Liens on Collateral that are Other First Liens, so long as immediately after giving effect to the incurrence of the Indebtedness secured by such Other First Liens and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 2.50 to 1.00; provided that any Indebtedness for borrowed money in the form of term loans secured by such Liens shall be subject to the last paragraph of this Section 6.02; (ii) (i) Liens on Collateral that are Other First Liens, so long as such Other First Liens secure Indebtedness permitted by Section 6.01(b), 6.01(h)(i)(w), 6.01(q), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing Indebtedness in respect thereof), (ii) Liens on Collateral that are Junior Liens, so long as such Junior Liens secure Indebtedness permitted by Section 6.01(b), 6.01(h)(i)(x), 6.01(i), 6.01(r), 6.01(y) or 6.01(z) (and, in each case, Permitted Refinancing Indebtedness in respect thereof) and (iii) Liens to secure Indebtedness permitted by Section 6.01(i) (and, in each case, Permitted Refinancing Indebtedness in respect thereof); (jj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Borrower or any of the Subsidiaries in the ordinary course of business; (ikk) Liens on cash collateral to secure letters of credit used any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (v) with respect to any Liens on the account Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then such Liens on such Collateral being incurred under this clause (kk) shall also be Junior Liens, (w) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other First Liens, then such Liens on such Collateral being incurred under this clause (kk) may also be Other First Liens or Junior Liens, (x) (other than Liens contemplated by the foregoing clauses (v) and (w)) such new Lien shall be limited to all or part of the Loan Parties or same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any of their respective Subsidiaries in the ordinary course of business consistent with past practices other assets pursuant to after-acquired property clauses to the extent such letters of credit are permitted by Section 7.2(lassets secured (or would have secured) the Indebtedness being Refinanced); , (jy) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned Indebtedness secured by such Customer or any other Person that Lien at such time is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant increased to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.a

Liens. CreateThe Borrower and Guarantor will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets (real or personal, tangible or intangible), whether now owned or hereafter acquiredacquired or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales or accounts receivable with recourse to such Borrower, Guarantor or any of their respective Subsidiaries), or assign any right to receive income 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, with respect to Borrowing Base Properties, Permitted Borrowing Base Liens and with respect to all Properties other than Borrowing Base Properties, the following: (a) Liens securing payment of the Obligations that are incurred under the granted pursuant to any Loan DocumentsDocument or Liens securing Credit Hedging Agreements; (b) Liens securing Permitted LiensConstruction Indebtedness; (c) Liens securing Mortgage Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedMezzanine Indebtedness; (d) Liens existing on securing Indebtedness of the Closing Date type permitted and listed on Schedule 7.3(d), provided that described in clause (ic) no such Lien is spread to cover any additional property after the Closing Date and or (iid) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.27.2.2; (e) the modification, replacement, extension Liens on cash or renewal Cash Equivalents or deposit accounts holding cash or Cash Equivalents securing Hedging Agreements or letter of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness credit reimbursement obligations permitted under Section 7.2 and proceeds and products thereof7.2.2(e) or the modification, refunding, refinancing, replacement, extension Liens securing FF&E purchase money indebtedness or renewal of the Indebtedness or other capital lease obligations secured thereby as permitted by under Section 7.27.2.2(e); (f) inchoate Liens arising out for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or to the extent payment is not required pursuant to Section 7.1.4; (g) Liens of conditional salecarriers, title retentionwarehousemen, consignment mechanics, materialmen and landlords and other similar Liens imposed by law incurred in the ordinary course of business, in each case so long as such Liens could not reasonably be expected, either individually or similar arrangements for sale of goods entered into in the aggregate, to have a Material Adverse Effect; (h) Liens (other than any Lien imposed by the Parent Guarantor ERISA) incurred or any of its Subsidiaries deposits made in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts in connection with workmen’s compensation, unemployment insurance or other brokerage accounts incurred forms of governmental insurance or benefits, or to secure performance of tenders, statutory and regulatory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business and not for speculative purposesor to secure obligations on surety bonds or performance or return-of-money bonds; (hi) Liens that are contractual rights consisting of setjudgment or judicial attachment liens in circumstances not constituting an Event of Default under Section 8.1.6; (j) easements, rights-off (i) relating to the establishment of depository relations with banks of-way, municipal and zoning ordinances or similar restrictions, minor defects or irregularities in title and other similar charges or encumbrances not given securing Indebtedness and not interfering in connection any material respect with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts ordinary conduct of the Parent Guarantor business of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Subsidiaries; (k) Leases for space entered into in the ordinary course of business affecting any Property (to tenants as tenants only, without purchase rights or options); and (l) Liens arising solely by virtue of the Parent Guarantor any statutory or any of its Subsidiaries or (iii) common law provision relating to purchase orders banks’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other agreements entered into funds maintained with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementcreditor depository institution, provided that such Customer Lien shall deposit account is not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000a cash collateral account.

Liens. Create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether asset now owned or hereafter acquiredacquired by it, except: (a) Liens securing created by the Obligations that are incurred under the Loan Collateral Documents; (b) Permitted LiensLiens on cash or deposits granted in favor of the issuing bank of a letter of credit issued pursuant to Section 6.01(l); (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date and listed as set forth on Schedule 7.3(d)6.02, provided and any modifications, replacements, renewals or extensions thereof; provided, that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Effective Date and Permitted Refinancing thereof and shall not subsequently apply to any modifications, refundings, refinancings, extensions, renewals and replacements other property or assets of such obligations permitted by Section 7.2; (e) the modification, replacement, extension Company or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (Restricted Subsidiary other than after (i) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or refinanced by Indebtedness Debt otherwise permitted under Section 7.2 6.01 and (ii) proceeds and products thereof; it being understood and agreed that individual financings by any lender may be cross-collateralized to other financings provided by such lender or its Affiliates; (d) any Lien on any asset (other than Eligible Real Property) securing Debt permitted under Section 6.01(c) incurred or assumed for the modification, refunding, refinancing, replacement, extension purpose of financing all or renewal any part of the Indebtedness cost of acquiring, constructing or improving such asset; provided that, except with respect to the equipment and fixed assets set forth on Schedule 6.01(c), such Lien attaches to such asset concurrently with or within 180 days after the acquisition, development or construction thereof; provided that individual financings provided by one lender may be cross-collateralized to other obligations secured thereby as permitted financings provided by Section 7.2such lender or its Affiliates; (e) Liens constituting Permitted Encumbrances; (f) Liens in favor of collecting banks arising under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the Uniform Commercial Code, in each case on items in the course of collection; (g) Liens (i) (including the right of set-off) in favor of a bank or other depositary institution or securities intermediary arising as a matter of law encumbering deposits or securities, (ii) on deposits of cash in favor of banks or another depository institution created in the ordinary course of business in connection with the establishment of depository relations with such bank or depository institution and not in connection with the issuance of Debt, (iii) on securities contained in a securities account in favor of a securities intermediary which lien secures fees, indemnities, and other obligations owed to the securities intermediary arising in the ordinary course of business in connection with the establishment of such securities account with such securities intermediary and not, for the avoidance of doubt, in connection with the issuance of Debt, margin loans or other securities financing, (iv) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, including with respect to credit card chargebacks and similar obligations or (v) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Company or any Restricted Subsidiary in the ordinary course of business; (h) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Guarantor Company or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business; (i) Liens on ▇▇▇▇▇▇▇ money deposits of cash collateral or Permitted Investments in connection with any Permitted Acquisition; (j) Liens on property or assets of Subsidiaries that are not Loan Parties securing Debt of Subsidiaries that are not Loan Parties that is permitted pursuant to secure letters of credit used for Section 6.01(e); (k) Liens on insurance policies and the account proceeds thereof securing the financing of the Loan Parties premiums with respect thereto in the ordinary course of business; (l) any interest or title of a lessor, sublessor, licensor or sublicensor under any of their respective Subsidiaries lease (other than a Capital Lease), sublease, license or sublicense entered into in the ordinary course of business consistent by the Company or any Restricted Subsidiary; (m) (i) pledges and deposits made in the ordinary course of business in compliance with past practices workers compensation, health, disability or other employee benefits or property 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 the Company or any Restricted Subsidiary; (n) ground leases in respect of Real Estate other than Material Real Property and Eligible Real Property; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including, for the avoidance of doubt, Liens securing Debt permitted by Section 6.01(g) to the extent such letters Liens extend only to the assets that are the subject of credit are the underlying Permitted Acquisition), in each case after the Effective Date, and any Permitted Refinancing thereof; provided that (x) such Lien was not incurred in contemplation of such Person becoming a Restricted Subsidiary, (y) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subject to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted by to apply to any property to which such requirement would not have applied but for such acquisition) and (z) the Debt secured thereby (or, as applicable, any Permitted Refinancing thereof) is permitted under Section 7.2(l)6.01; (jp) Liens on Collateral securing Permitted Additional Secured Indebtedness, not to exceed at any time outstanding the greater of (x) $2,000,000,000 and (y) an amount such that after giving pro forma effect to the extent constituting Liensincurrence of such Permitted Additional Secured Indebtedness, the Secured Leverage Ratio does not exceed 1.50 to 1.00 and subject to the requirements of Section 6.01(s), so long as an Acceptable Intercreditor Agreement is in full force and effect and (x) prior to a Fixed Asset Release Event, any Liens on Collateral securing such Permitted Additional Secured Indebtedness are junior to the Liens of the Administrative Agent on such Collateral and (y) after a Customer arising with respect Fixed Asset Release Event, any Liens on ABL Collateral are junior to any real or personal property owned by the Liens of the Administrative Agent on such Customer or any ABL Collateral; (q) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other Person that is not obligations of a Group Memberlike nature, that is in each case in the possession ordinary course of business; (r) Liens of record (but not securing any Debt) existing on the Effective Date on any Real Property (other than Eligible Real Property) not otherwise permitted under this Section 6.02; (s) Liens on Accounts and related assets subject to sales or control of a Group Memberassignments permitted pursuant to, held and in trust by a Group Memberaccordance with, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group MemberSection 6.06(q); and (kt) Liens on assets other Liens than ABL Collateral securing Indebtedness Debt or other obligations in an aggregate principal amount as of the date of incurrence not to exceed $1,000,00050,000,000.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of its Subsidiaries), whether now owned or hereafter acquired, except:or assign or otherwise convey any right to receive income to secure any obligation, except for the following Liens (herein referred to as “Permitted Liens”): (a) Liens created under the Security Documents (including, without limitation, Liens securing the Senior Secured Notes Obligations on a pari passu basis with the Obligations, but only to the extent that are incurred under the Loan Documentssuch Indebtedness is permitted by Section 8.2(b)(vi)) and Liens on Cash, Cash Equivalents and Foreign Cash Equivalents securing LC Obligations; (b) Customary Permitted Liens; (c) Liens on any property securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Borrower acquisition, construction, repair or improvement cost of such property, or securing a Sale and Leaseback Transaction permitted hereunder, and any Lien securing Permitted Refinancing Indebtedness of any Indebtedness secured by any Lien permitted by this clause (c); provided, that (A) any such Lien does not extend to any other Subsidiary property (other than accessions and additions to the property covered thereby), (B) such Lien either existed on the Closing Date or is created in connection with the acquisition, construction, repair or improvement of such property as permitted by this Agreement, (C) the indebtedness secured by any such Lien (or the Capitalized Lease Obligation with respect to any Capitalized Lease) when incurred, does not exceed 100% of the fair market value of such assets; and (D) the Indebtedness secured thereby is permitted to be incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; 8.2(b)(iv), provided that (i) any such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Permitted Refinancing Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedincreased and is not secured by any additional assets; (d) additional Liens existing on incurred by the Closing Date Borrower and listed on Schedule 7.3(d)its Subsidiaries which do not secure Indebtedness for money borrowed so long as the value of the property subject to such Liens, provided that (i) no such Lien is spread to cover and the obligations secured thereby, do not exceed $50,000,000 in the aggregate at any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2one time outstanding; (e) the modificationLiens consisting of an agreement to sell, replacement, extension transfer or renewal dispose of any Lien asset (to the extent such sale, transfer or disposition is permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2hereby); (f) Liens arising out in favor of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of its Subsidiaries securing intercompany Indebtedness among the Borrower and its Subsidiaries permitted to be incurred in the ordinary course of business permitted by this Agreementaccordance with Section 8.2(b)(iii); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred securing Indebtedness of Foreign Subsidiaries; provided, that the amount of such Indebtedness on the date that such Person incurs (as defined in Section 8.2(a)) such Indebtedness, on a Pro Forma Basis for such incurrence, does not exceed 5% of the Borrower’s Consolidated Net Tangible Assets as of the end of the most recent Fiscal Quarter for which the Borrower has delivered financial statements as required by Section 7.1 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (h) Liens that are contractual rights (1) existing on the Third Amendment Effective Date listed on Schedule 8.1(h) hereof and any extension, renewal or replacement thereof but only if the principal amount of set-off the Indebtedness (iincluding, for purposes of this Section 8.1(h), any additional Indebtedness incurred pursuant to revolving commitments in an amount not in excess of the available commitment as set forth on Schedule 8.2(b)(ii) relating secured thereby) is not increased and such Liens do not extend to or cover any other property or assets, (2) on property of Airstar Corporation incurred pursuant to the establishment Airstar Aircraft Financing Documents and (3) on the assets of depository relations with banks Nitrail Vegyipari Termeló Fejlesztó Résvénytár-ság (Nitrail Chemical Engineering and Production Co., Plc) which secure not given in connection with the issuance more than $2,000,000 of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral Receivables Facility Assets transferred, directly or indirectly, (a) to secure letters of credit used for the account of the Loan Parties a Receivables Subsidiary or any of their respective Subsidiaries in the ordinary course of business consistent with past practices (b) by a Receivables Subsidiary to the extent purchasers of such letters receivables (and the filing of credit are permitted by Section 7.2(l)financing statements in connection therewith) created by, and as set forth in, the Receivables Documents pursuant to a Permitted Accounts Receivables Securitization; (j) Liens securing Acquired Debt permitted pursuant to the extent constituting Lienssecond proviso of Section 8.2(a) or pursuant to Section 8.2(b)(xi), Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Memberprovided, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall does not extend to any property other than the property of any Group Member; andthe newly acquired Subsidiary (and proceeds and accessions and additions to such property) that is subject to a Lien securing such Indebtedness as of the closing of the Acquisition of such Subsidiary; (k) other Liens on unearned insurance premiums securing Indebtedness or other obligations incurred by Borrower and/or its Subsidiaries to finance such insurance premiums in an aggregate a principal amount not to exceed at any time the amount of such insurance premiums to be paid by Borrower and/or its Subsidiaries for a three year period; (l) Liens securing obligations arising in the ordinary course pursuant to standard documentation evidencing any Foreign Factoring Transaction; (m) Liens on Cash, Cash Equivalents and Foreign Cash Equivalents securing obligations in respect of letters of credit permitted under Section 8.2(b)(xvii); (n) Liens on assets of the Companies permitted to be incurred or remain outstanding following the consummation of the Rockwood Acquisition pursuant to the terms of the Acquisition Agreement; (o) after the Eleventh Amendment Effective Date, Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (and any Permitted Refinancing Indebtedness in respect thereof) of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing Indebtedness in respect of Permitted Pari Passu Secured Refinancing Debt are subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Junior Secured Refinancing Debt are subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent; (p) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $1,000,00050,000,000 in the aggregate at any one time outstanding; and (q) for the avoidance of doubt and without limiting the intent of the parties to the Eleventh Amendment Escrow Agreement to create a true escrow thereunder with respect to the Escrow Collateral (as defined in the Eleventh Amendment Escrow Agreement), Liens (if any) in favor of the Eleventh Amendment Escrow Agent and the Administrative Agent for the benefit of the 2014-1 Additional Term Loan Lenders on the Escrow Collateral pursuant to the Eleventh Amendment Escrow Agreement. In connection with the granting of Liens of the type described in clause (c) of this Section 8.1 by the Borrower or any of its Subsidiaries, at the reasonable request of the Borrower, and at the Borrower’s expense, the Administrative Agent or the Collateral Agent shall take (and is hereby authorized to take) any actions reasonably requested by the Borrower in connection therewith (including, without limitation, by executing appropriate lien releases in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens).

Liens. CreateParent shall not, and shall not permit the Issuer or any other Guarantor to, directly or indirectly, create, incur, assume, assume or suffer permit to exist any Lien upon (except Permitted Liens) that secures any Indebtedness or any related guarantee of its propertyIndebtedness, whether now owned on any asset or hereafter acquiredproperty of Parent, exceptthe Issuer or any Guarantor unless: (a) in the case of Liens securing Subordinated Indebtedness, the Obligations Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that are incurred under the Loan Documents;is senior in priority to such Liens; and (b) Permitted Liens; in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict (cA) Liens securing Indebtedness obligations in respect of the Borrower or Notes and the related Guarantees, (B) Liens securing obligations in respect of (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, including any other Subsidiary letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to Section 7.2(f4.09(b)(i) hereof and (y) obligations of Parent or any Subsidiary in respect of any Bank Products provided by any lender party to finance any Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the acquisition time the applicable agreements pursuant to which such Bank Products are provided were entered into) and (C) Liens securing obligations in respect of fixed Indebtedness permitted to be incurred under Section 4.09 hereof; provided, that, with respect to Liens securing Indebtedness permitted under this subclause (C), at the time of incurrence and after giving pro forma effect thereto and to the application of the net proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 4.50 to 1.00. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or capital assetsat a later date), Parent in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner that complies with this Section 4.12 and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified; provided provided, that all Liens securing Indebtedness under the Senior Secured Credit Facilities on the Issue Date will at all times be treated as incurred and outstanding under clause (b)(x) of the previous paragraph. Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000above.

Liens. CreateThe Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Issuer or any Restricted Subsidiary, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are equally and ratably secured. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the Borrower or any other Subsidiary terms of this Indenture to be incurred pursuant to clause (1) of Section 7.2(f4.10(b) hereof, and (C) Liens securing Pari Passu Indebtedness permitted to finance the acquisition of fixed or capital assetsbe Incurred pursuant to Section 4.10 hereof; provided provided, that (i) at the time of any Incurrence of such liens shall be created substantially simultaneously Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the acquisition calculation of such fixed the Consolidated Net Leverage Ratio) under this clause (C), the Consolidated Net Secured Leverage Ratio shall not be greater than 3.75 to 1.00, or capital assets, (ii) such Liens do not at any time encumber any property other than Pari Passu Indebtedness is incurred to refinance Indebtedness previously incurred pursuant to this clause (C). Any Lien created for the property financed by such Indebtedness benefit of the Holders of the Notes pursuant to this Section 4.13 shall be deemed automatically and (ii) unconditionally released and discharged upon the amount release and discharge of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0004.13.

Liens. CreateDirectly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon of any of its propertykind on, whether or assign any right to receive income or profits on, any property or asset now owned or hereafter acquired, except: (a) Liens held by the Collateral Agent pursuant to the Loan Documents on assets of the Borrower or any Subsidiary Guarantor securing the Secured Obligations that are incurred under of the Loan DocumentsBorrower or such Subsidiary Guarantor (including Liens securing Specified Commodity Hedging Transactions, Specified Credit Support Facilities and Additional Intercreditor Indebtedness and Related Agreements); (b) Permitted LiensLiens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, bid bonds, completion guarantees or other obligations of a like nature incurred in the ordinary course of business; (c) Liens securing to secure Indebtedness of the Borrower or any other Subsidiary incurred pursuant to (including Capital Lease Obligations) permitted by Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets6.01(f), (iio) such Liens do not at any time encumber any property other than and (p) hereof covering only the property assets acquired with or financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedIndebtedness; (d) Liens existing on the Closing Funds Availability Date and listed set forth on Schedule 7.3(d6.02(d) (Funding), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision has been made to the modificationextent required by GAAP; (f) Liens of landlords arising by statute and liens of suppliers, replacementmechanics, extension repairmen, carriers, materialmen, bailees, warehousemen or renewal workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings and (iii) with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (g) any exception, minor defect or irregularity (i) listed on the title policies or on the surveys issued in connection with any Mortgaged Property and (ii) in respect of any Lien permitted by clauses Mortgaged Properties following the Funds Availability Date and other real property, other properly recorded easements, rights of way, licenses, reservations, servitudes, permits, conditions, covenants, rights of others, restrictions, oil, gas and other mineral interests, royalty interests and leases, encroachments, protrusions, zoning or land use rights and other similar charges or encumbrances, and with respect to (ci) and (dii) above and clauses that do not interfere in any material respect with the Permitted Business conducted at such Mortgaged Property or such other real property; (fh) and (g) of this Section 7.3 upon or in the same assets theretofore subject Liens to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by secure any Permitted Refinancing Indebtedness permitted under Section 7.2 and proceeds and products thereof) 6.01; provided that such Lien shall be limited to all or the modification, refunding, refinancing, replacement, extension or renewal part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); (i) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (j) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any of its Restricted Subsidiaries, including rights of offset and set-off, in each case made in the ordinary conduct of the Permitted Business; (k) Liens arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the Permitted Business as proposed to be conducted at such real property; (l) statutory Liens arising under ERISA incurred in the ordinary conduct of the Permitted Business; (m) Liens existing on the assets of any Person that becomes a Restricted Subsidiary or existing on assets acquired, in each case pursuant to a Permitted Acquisition, to the extent the Liens on such assets secure Indebtedness or other obligations secured thereby as permitted by Section 7.26.01(o); provided that such Liens attach at all times only to the same assets that such Liens attached to, and secure only the same Indebtedness that such Liens secured, immediately prior to such Permitted Acquisition; (fn) Liens on cash and Cash Equivalents (i) deposited by the Borrower or any of the Restricted Subsidiaries in margin accounts with or on behalf of futures contract brokers or paid over to other counterparties, or (ii) pledged or deposited as collateral to a contract counterparty or issuer of surety bonds or issuer of letters of credit by the Borrower or any of the Restricted Subsidiaries, in each case incurred in the ordinary course of the Permitted Business to secure Interest Rate/Currency Hedging Obligations that are not secured by the Lien of the Collateral Agent, Commodity Hedging Transactions (other than Specified Commodity Hedging Transactions) and Credit Support Facilities (other than Specified Credit Support Facilities); provided, that at the time such Lien is incurred, the Borrower would be in pro forma compliance with its Financial Covenants as calculated with the most recent financial information delivered pursuant to Section 5.05(a) or (b) (as applicable) assuming that such cash and Cash Equivalents were no longer netted for purposes of the definition of Consolidated Total Net Debt; (o) set-off or netting rights granted by the Borrower or any Restricted Subsidiary of the Borrower pursuant to any Hedging Transactions, solely in respect of amounts owing under such agreements; (p) Liens arising from UCC financing statements filed on a precautionary basis in respect of operating leases intended by the parties to be true leases (other than any such leases entered into in violation of this Agreement); (q) Liens 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, including Section 4-210 of the UCC; (r) Liens on assets or securities granted or deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to purchase or sell such assets or securities if such purchase or sale is otherwise permitted hereunder; (s) Liens on assets of the Borrower or any Restricted Subsidiary with respect to Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided, however, that the assets of the NY Real Property Subsidiaries shall not be encumbered by Liens in respect of Indebtedness in an aggregate principal amount exceeding $50,000,000 at any time outstanding; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business permitted by this Agreementthe Permitted Business; (gu) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching deemed to commodity trading accounts or other brokerage accounts incurred exist in the ordinary course of business and not for speculative purposesconnection with Investments in repurchase agreements permitted under Section 6.05; (hv) Liens that are contractual rights in respect of set-off Cash Management Obligations; (iw) relating to Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the establishment of depository relations with banks not given Borrower or any Restricted Subsidiary in connection with the issuance any letter of Indebtedness, (ii) relating to pooled deposit intent or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessagreement for Permitted Acquisitions made under Section 6.05(h); (ix) restrictions contained in joint venture agreements triggering a default upon the Borrower or a Restricted Subsidiary’s pledge of its Equity Interests or other ownership interests in such joint venture; provided that the Loan Parties shall be in compliance with Section 5.15 when such Liens arise; (y) rights reserved to or vested in others to take or receive any part of, or royalties related to, the power, gas, oil, coal, lignite, nuclear fuel or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Borrower and the Restricted Subsidiaries and Liens upon the production from property of power, gas, oil, coal, lignite, nuclear fuel or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such production or proceeds; (z) Liens on cash collateral and Cash Equivalents deposited by the Borrower or any Restricted Subsidiary in margin accounts with or on behalf of credit clearing organizations, independent system operators, regional transmission organizations, state agencies or federal agencies; (aa) Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority; (bb) Liens to secure letters of credit used for the account of the Loan Parties Environmental CapEx Debt or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Necessary CapEx Debt permitted by Section 7.2(l); (j6.01(x) to that encumber only the extent constituting Liensassets purchased, Liens installed or otherwise acquired with the proceeds of a Customer arising with respect to any real such Environmental CapEx Debt or personal property owned by such Customer or any other Person that is not a Group MemberNecessary CapEx Debt; provided, that is in the possession Liens securing such Indebtedness must be pari passu with, or control of a Group Memberjunior to, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that the Liens on such Customer Lien shall not extend to any property of any Group Memberassets securing the Secured Obligations; and (kcc) other Liens securing on Indebtedness permitted by Sections 6.01(k) or other obligations in an aggregate principal amount not 6.01(z), to exceed $1,000,000the extent that Liens are permitted on the underlying Indebtedness with respect thereto.

Liens. Create(a) The Issuer shall not, and shall not permit any Guarantor that is a Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its the Issuer or any Guarantor that is a Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and any related Guarantees are secured by a Lien on such property, whether now owned assets or hereafter acquiredproceeds that is senior in priority to such Liens; or (2) in all other cases, except: the Notes or any Guarantees are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; except that the foregoing shall not apply to (a) Liens securing Indebtedness permitted to be incurred pursuant to clause (2) of Section 4.09(b) hereof; provided that the Obligations that Notes or any related Guarantee are secured on at least an equal and ratable basis as such Indebtedness, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit relating thereto, that was permitted by the Loan Documents;terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this clause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur would be no greater than 5.0 to 1.0. Any Lien which is granted to secure the Notes under this Section 4.12 shall be discharged at the same time as the discharge of the Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the Notes. (b) Notwithstanding Section 4.12(a) hereof, the Issuer shall not, and shall not permit EFIH to, directly or indirectly, create, incur, assume or suffer to exist any Lien on the Collateral (other than a Permitted Lien described under clause (3) of the definition of “Permitted Liens;”), or any income or profits therefrom, or assign or convey any right to receive income therefrom except: (c1) Liens on the Collateral securing Indebtedness up to $4.0 billion in aggregate principal amount of Parity Lien Debt (including the Notes and any EFIH Notes and any guarantees of any of the Borrower or any foregoing and/or other Subsidiary Indebtedness incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets4.09 hereof); provided that (i) such liens amount shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed reduced by such Indebtedness and (ii) an amount equal to the amount of Indebtedness secured thereby is not increased; (d) Liens existing on Parity Lien Debt repaid using the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements Net Proceeds from Asset Sales of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness Collateral or other obligations secured thereby as permitted by Oncor-related Assets in accordance with Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member4.10 hereof; and (k2) other Junior Liens on the Collateral securing Indebtedness or other obligations in an aggregate principal amount not Junior Lien Debt permitted to exceed $1,000,000be incurred pursuant to Section 4.09 hereof.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date and listed on set forth in Schedule 7.3(d3.11(b), ; provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents (including Liens with respect to the Revolving Credit Facility, Liens securing Hedging Agreement Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) (including Liens in favor of such obligations permitted the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement)); (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) additional Liens securing Indebtedness not to exceed $3,000,000 in the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (gaggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2;Agreement; and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or on Equity Interests in any of its Subsidiaries SBIC Subsidiary created in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 favor of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000SBA.

Liens. CreateNo Debtor will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Obligations; (b) Permitted Liens(i) Excepted Liens on any Property of the Debtors, (ii) Excepted Liens on any Property (other than the Parent’s right, title and interest in, and to, any and all Equity Interests issued by any of the direct or indirect Subsidiaries of the Parent) of the Parent and (iii) inchoate Tax Liens on the Parent’s right, title and interest in, and to, any and all Equity Interests issued by any of the direct or indirect Subsidiaries of the Parent; (c) Liens securing Indebtedness on any Property of the Borrower or any other Subsidiary incurred pursuant to Debtors securing Debt arising in respect of Capital Leases so long as such Debt is permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets9.02(e); provided that (i) such liens shall be created substantially simultaneously Liens attach only to the assets acquired with the acquisition proceeds of such fixed or capital assets, (ii) such Liens Debt and do not at cover any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedHydrocarbon Interests or Equity Interests in Persons owning direct or indirect interests in Hydrocarbon Interests); (d) Liens on any Property of the Debtors existing on the Closing Petition Date and listed set forth on Schedule 7.3(d9.03(d), ; provided that (i) no such Lien is spread shall at any time be extended to cover any additional property after Property not subject thereto on the Closing Petition Date and (ii) the principal amount of the Debt secured by such Lien Liens shall secure only those obligations that it secures on the date hereof and any modificationsnot be extended, refundingsrenewed, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2refunded or refinanced; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore Liens securing Existing Obligations; provided that such Liens are subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 terms and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal conditions of the Indebtedness or other obligations secured thereby as permitted by Section 7.2DIP Order; (f) Liens arising out securing obligations under the Existing Second Lien Loan and the other Existing Second Lien Loan Documents; provided that such Liens are subject to the terms and conditions of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;DIP Order; and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Adequate Protection Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. CreateNeither the Borrower nor any Guarantor will create, incur, assume, or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, whether now owned or hereafter acquiredGuarantor, except: (i) Permitted Liens. (ii) Liens for taxes, assessments or governmental charges or levies which solely encumber property abandoned or in the process of being abandoned and with respect to which there is no recourse to the Borrower or any Guarantor or any Subsidiary. (iii) Purchase-money Liens on any Property hereafter acquired or the assumption of any Lien on Property existing at the time of such acquisition (and not created in contemplation of such acquisition), or a Lien incurred in connection with any conditional sale or other title retention or a Capitalized Lease; provided that: (a) Liens securing Any Property subject to any of the Obligations that are incurred under foregoing is acquired by the Loan DocumentsBorrower or any Guarantor in the ordinary course of its respective business and the Lien on any such Property attaches to such asset concurrently or within ninety (90) days after the acquisition thereof; (b) Permitted Liens;Each Lien shall attach only to the Property so acquired. (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (div) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof (and any modificationsnot otherwise permitted under this Section 6.15) and described in Schedule 6.15 hereto and Liens securing Refinancing Indebtedness with respect thereto, refundingsbut only to the extent such Liens encumber the same collateral in whole or in part as the previous Liens securing the Indebtedness being refunded, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2;refinanced or extended. (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;otherwise permitted by this covenant, provided that the aggregate amount of Indebtedness secured by such Liens outstanding at any time shall not exceed $60,000,000. (hvi) Judgments and similar Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given arising in connection with court proceedings; provided the issuance of Indebtednessexecution or enforcement thereof is stayed and the claim is being contested in good faith, (ii) relating to pooled deposit with adequate reserves therefor being maintained by the Borrower or sweep accounts of the Parent such Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into accordance with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000GAAP.

Liens. CreateIt will not, nor will permit any Guarantor to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Property now owned or hereafter acquiredacquired by it, except Liens under the Guarantee and Security Agreement and other Liens in favor of the Administrative Agent as contemplated hereby and except: (ai) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (bii) Permitted LiensLiens (other than on the Collateral) securing Third-Party Hedge Obligations; (ciii) Liens (A) on Excluded Investments, (B) on Margin Stock (not constituting part of the Collateral) and (C) (other than on the Collateral) securing Indebtedness Excluded Investment Financings; or (iv) any Lien on any Property of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Guarantor existing on the Closing Date date hereof and listed on set forth in Schedule 7.3(d)II, provided provided, that (ix) no such Lien is spread shall not apply to cover any additional property other Property of the Borrower or such Guarantor (or existing on Property of a Person that becomes a Guarantor after the Closing Date date hereof and not created in contemplation thereof) and (iiy) such Lien shall secure only those obligations that which it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) thereof that do not increase the modification, replacement, extension or renewal of any Lien permitted by outstanding principal amount thereof; provided that notwithstanding anything in clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 through (iv) above no Obligor shall create, incur, assume or suffer to pooled deposit or sweep accounts of the Parent Guarantor or exist any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Lien on any Portfolio Investment included in the ordinary course Borrowing Base solely by reason of business of the Parent Guarantor or any of its Subsidiaries or clause (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course definition of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000“Eligible Portfolio Investment”.

Liens. CreateNo Loan Party will, nor will it permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the created pursuant to any Loan DocumentsDocument; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness any Lien on any property or asset of the any Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance existing on the acquisition of fixed or capital assetsFirst Amendment Effective Date and set forth in Schedule 6.02; provided that (i) such liens Lien shall be created substantially simultaneously with the acquisition not apply to any other property or asset of such fixed Borrower or capital assets, (ii) such Liens do not at Subsidiary or any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date Borrower or Subsidiary and (ii) such Lien shall secure only those obligations that which it secures on the date hereof hereof, and any modifications, refundings, refinancings, 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 any Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such obligations permitted by Section 7.2construction 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 Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary; (e) the modification, replacement, extension or renewal of any Lien assumed in connection with a Permitted Acquisition that secures Indebtedness permitted by clauses (c) and (d) above and clauses Section 6.01(i); (f) and Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens arising out of this sale and leaseback transactions permitted by Section 7.3 upon or in the same assets theretofore subject to such Lien 6.05; (other than after acquired property h) Liens granted by a Subsidiary that is affixed not a Loan Party in favor of any Borrower or incorporated into the property covered another Loan Party or any other Subsidiary in respect of Indebtedness owed by such Lien or financed by Subsidiary; (i) Liens securing Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 7.2 6.01(j); (j) [reserved]; (k) 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 proceeds restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (l) 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 products thereofcall 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; and (m) Liens on assets of the Company and its Subsidiaries not constituting Collateral securing Indebtedness or other obligations; provided that the modification, refunding, refinancing, replacement, extension or renewal aggregate principal amount of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or Liens does not exceed $2,500,000 at any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Membertime outstanding; and (kn) other Liens securing Indebtedness incurred under Section 6.01(f) that is permitted to be secured in accordance with Section 6.01(f) (for the avoidance of doubt, subject to an Intercreditor Agreement subordinating the priority of such Liens to the Liens granted to secure the Secured Obligations), so long as at the time of incurrence of such Indebtedness (or, at the Company’s option, as of the date any exchange transaction is offered to holders of the Senior Notes so long as the incurrence of such Indebtedness is consummated no more than 35 days of such offer (or other obligations in an aggregate principal amount not such longer period as agreed to exceed by the FILO Agent) after such offer date), Liquidity is at least $1,000,000300,000,000.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents (including Liens securing Hedging Agreement Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) (including Liens in favor of such obligations permitted the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement)); (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) additional Liens securing Indebtedness not to exceed $3,000,000 in the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (gaggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Agreement; (f) Liens arising out on Equity Interests in any SBIC Subsidiary created in favor of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;SBA; and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred on Special Equity Interests included in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices Portfolio Investments but only to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is securing obligations in the possession or control manner provided in the definition of a Group Member, held “Special Equity Interests” in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Section 1.01.

Liens. CreateNeither Holdings nor either Borrower will, nor will any of them permit any of their respective Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Stock of any Person), revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations that are incurred under the Loan DocumentsObligations; (b) Permitted Liensuntil the Amendment Effective Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2; (c) Liens existing as of the Amendment Effective Date and disclosed and described in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2, and refinancings of such Indebtedness; provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased (except to the extent attributable to accrued and unpaid interest or premium or other expenses and costs incurred in connection with such refinancing) from that existing on the Amendment Effective Date (as such Indebtedness may have been permanently reduced subsequent to the Amendment Effective Date); (d) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to type permitted under clause (e) of Section 7.2(f) to finance the acquisition of fixed or capital assets7.2.2; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by Lien is granted within 90 days after such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no incurred or any refinancing thereof permitted under such Lien is spread to cover any additional property after the Closing Date clause and (ii) such Lien shall secure secures only those obligations the assets that it secures on are the date hereof subject of the Indebtedness referred to in such clause and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2proceeds therefrom; (e) the modification, replacement, extension or renewal of any Lien Liens securing Indebtedness permitted by clauses clause (c) and (d) above and clauses (f) and (gl) of this Section 7.3 upon or in the same assets theretofore subject 7.2.2; provided that such Liens existed prior to such Lien (Person becoming a Subsidiary or such Permitted Acquisition occurring, were not created in anticipation thereof and do not attach to any other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal asset of the Indebtedness U.S. Borrower or other obligations secured thereby as permitted by Section 7.2any of its Subsidiaries theretofore or thereafter existing; (f) Liens arising out in favor of conditional salearchitects, title retentionengineers, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries workmen, contractors and sub-contractors, carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business permitted for amounts which are not overdue or are being diligently contested in good faith by this Agreementappropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens encumbering reasonable customary initial incurred or deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred made in the ordinary course of business and not for speculative purposes; (h) 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 worker's compensation, unemployment insurance or other forms of Indebtedness, governmental insurance or benefits (ii) relating to pooled deposit or sweep accounts other than Liens in favor of the Parent Guarantor PBGC), or any to secure performance of its Subsidiaries to permit satisfaction of overdraft tenders, statutory obligations, bids, leases or other similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iiiother than for borrowed money) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ih) Liens on cash collateral to secure letters arising from judgments, decrees or attachments under circumstances which do not otherwise result in an Event of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Default under Section 7.2(l)8.1.6; (ji) encroachments, discrepancies, easements, servitudes, restrictive covenants, land use covenants, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the marketability or use of the property to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by which such Customer or any other Person that Lien is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.attached;

Liens. CreateNeither Borrower shall, nor shall either Borrower permit any of its Subsidiaries to, directly or indirectly create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to any of its property, whether now owned their respective Property or hereafter acquired, assets except: (a) Liens securing the Obligations that are incurred under created pursuant to the Loan Documents or Intercompany Security Documents; (b) Permitted Existing Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedCustomary Permitted Liens; (d) purchase money Liens existing on (including the Closing Date interest of a lessor under a Capital Lease and listed on Schedule 7.3(d)Liens to which any Property is subject at the time of such Person's purchase thereof) and Liens securing refinancings of purchase money Liens permitted under Section 10.01(c) which secure an amount not to exceed $5,000,000 in the aggregate at any time outstanding, provided that (i) no such Lien is spread Liens shall not apply to cover any additional property after the Closing Date and (ii) Property other than that purchased or subject to such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2Capital Lease or pre-existing Liens; (e) the modificationextensions, replacementrenewals, extension or renewal refundings and replacements of any Lien permitted by Liens referred to in clauses (ca) and (d) above and clauses (f) and (gb) of this Section 7.3 upon 10.03; provided that any such extension, renewal, refunding or replacement of a Lien referred to in clause (b) shall be limited to the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or shall be in an amount not greater than the modification, refunding, refinancing, replacement, extension or renewal amount of the Indebtedness obligations then secured by the Lien extended, renewed, refunded or other obligations secured thereby as permitted by Section 7.2;replaced; and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by securing the Parent Guarantor or any of its Subsidiaries Indebtedness described in the ordinary course of business permitted by this Agreement; (gSection 10.01(p) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(lq); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documentsa. [RESERVED]; b. Liens on assets (bincluding, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective Date) Permitted Liens; acquired after the Effective Date (cwhether by purchase, construction or otherwise) Liens securing Indebtedness of by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary incurred pursuant to Section 7.2(for (y) to finance any other Principal Subsidiary which, at any time, after three months after the acquisition of fixed a Vessel, owns a Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or capital incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets; provided that , so long as (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (ii) each such Lien is created within three months after the amount acquisition of Indebtedness secured thereby is not increasedthe relevant assets; c. in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (dbut without duplication of) Liens existing on the Closing Date and listed on Schedule 7.3(dIndebtedness permitted under Section 7.2.2(d), provided that at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (i) no such 10.0% of the total assets of the Borrower and its Subsidiaries (the “Lien Basket Amount”) taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; provided, however that, if, at any time, the Senior Debt Rating of the Borrower is spread to cover any additional property less than Investment Grade as given by both ▇▇▇▇▇’▇ and S&P, the Lien Basket Amount shall be the greater of (x) 5.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $735,000,000; d. Liens on assets acquired after the Closing Effective Date by the Borrower or any 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 assets is not otherwise prohibited by the terms of this Agreement and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements each of such obligations permitted by Section 7.2; (e) Liens existed on such assets before the modification, replacement, extension or renewal time of any Lien permitted by clauses (c) its acquisition and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into was not created by the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; e. Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (gother 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 Liens encumbering reasonable customary initial deposits are in existence at the time such corporation becomes a Subsidiary of the Borrower and margin deposits and similar were not created by the Borrower or any of its Subsidiaries in anticipation thereof; f. Liens attaching to commodity trading accounts securing Government-related Obligations; g. Liens for taxes, assessments or other brokerage accounts 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 and for sums not for speculative purposesoverdue by more than 60 days or being diligently contested in good faith by appropriate proceedings; (h) i. 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations 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 Parent Guarantor furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or any are being diligently contested in good faith by appropriate proceedings; l. Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of its Subsidiaries or incidental to trading such Vessel in connection with repairs or other work to such 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 ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; m. normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; n. Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business; o. Liens on cash or Cash Equivalents or marketable securities securing: (i) Liens on cash collateral to secure obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes; or (ii) letters of credit used for that support such obligations; p. deposits to secure the account performance of the Loan Parties or any bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of their respective Subsidiaries a like nature, in each case in the ordinary course of business consistent and deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements; q. 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 past practices to the extent such letters ordinary conduct of credit are permitted by Section 7.2(l); (j) to business of the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group MemberSubsidiary; and (k) r. licenses, sublicenses, leases or subleases granted to other Liens securing Indebtedness Persons not materially interfering with the conduct of the business of the Borrower or other obligations in an aggregate principal amount not to exceed $1,000,000any of its Subsidiaries.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) a. Liens on the vessel BRILLIANCE OF THE SEAS existing as of the Effective Date and securing the Obligations that are incurred under Existing Debt (and any Lien on BRILLIANCE OF THE SEAS securing any refinancing of the Loan DocumentsExisting Debt, so long as such vessel was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing); b. Liens on assets (bincluding, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective Date) Permitted Liensacquired after the Effective Date (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, after three months after the 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 assets is not otherwise prohibited by the terms of this Agreement and (ii) each such Lien is created within three months after the acquisition of the relevant assets; (c) c. in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d), at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 3.5% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter or (y) $450,000,000, provided that, with respect to each such item of Indebtedness, the fair market value of the assets subject to Liens securing such Indebtedness (determined at the time of the creation of such Lien) shall not exceed two times the aggregate principal amount of such Indebtedness (and for purposes of this clause (c), the fair market value of any assets shall be determined by (i) in the case of any Vessel, by an Approved Appraiser selected by the Borrower and (ii) in the case of any other assets, by an officer of the Borrower or by the board of directors of the Borrower); d. Liens on assets acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary incurred pursuant to Section 7.2(fwhich, at any time, owns a Vessel free of any mortgage Lien) to finance the acquisition of fixed or capital assets; provided that so long as (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements each of such obligations permitted by Section 7.2; (e) Liens existed on such assets before the modification, replacement, extension or renewal time of any Lien permitted by clauses (c) its acquisition and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into was not created by the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; e. Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (gother 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 Liens encumbering reasonable customary initial deposits are in existence at the time such corporation becomes a Subsidiary of the Borrower and margin deposits and similar were not created by the Borrower or any of its Subsidiaries in anticipation thereof; f. Liens attaching to commodity trading accounts securing Government-related Obligations; g. Liens for taxes, assessments or other brokerage accounts 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 and for sums not for speculative purposesoverdue or being diligently contested in good faith by appropriate proceedings; (h) i. 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations 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 Parent Guarantor furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or any are being diligently contested in good faith by appropriate proceedings; l. Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of its Subsidiaries or incidental to trading such Vessel in connection with repairs or other work to such 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 ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; m. normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; n. Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business;; and (i) o. Liens on cash collateral to secure or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent that support such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000obligations.

Liens. CreateNeither the Borrower nor any Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except:except (with respect to the Borrower or any Active Subsidiary): (a) Liens securing the payment of any Obligations (provided, however, that are incurred under nothing contained herein shall prohibit any Inactive Subsidiary from granting Liens to secure the Loan DocumentsObligations); (b) Permitted LiensExcepted Liens (provided, however, that nothing contained herein shall prohibit any Inactive Subsidiary from creating, incurring, assuming, or permitting to exist any Excepted Liens on any of its Properties (now owned or hereafter acquired)); (c) Liens securing Indebtedness of purchase money Debt permitted by Section 6.01(d) only to the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) extent such Liens do not at any time encumber any property other than the property financed by Property for which such Indebtedness purchase money Debt was incurred, and (iiLiens filed as precautionary financing statements in connection with leases allowed under Section 6.01(d) but only on the amount of Indebtedness secured thereby is not increasedProperty under the Lease, or filed as precautionary financing statements in connection with operating leases, but only on the Property under lease; (d) Liens existing on the Closing Date and listed disclosed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.26.02; (e) the modification, replacement, extension Liens on cash or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal securities of the Indebtedness or other obligations secured thereby as permitted by Borrower securing the Debt described in Section 7.2;6.01(e); and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by securing the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 obligations of the Parent Guarantor or Borrower and the Guarantors under the First Lien Loan Agreement and the other First Lien Loan Documents; provided that such Liens shall not encumber any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Property that is not subject to a Group Member, that is first priority Lien (subject to priorities set forth in the possession Intercreditor Agreement) in favor of, or control of a Group Memberfor the benefit of, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant the Lenders to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000secure the Obligations.

Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist exist: (a) any Lien (other than Permitted Liens, to the extent such Permitted Liens secure Indebtedness) upon or with respect to any property or assets (real or personal, tangible or intangible) of the Company or any of its propertySubsidiaries, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing if such Lien secures any Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Company or any of its Subsidiaries other than (i) Secured Indebtedness otherwise permitted to be incurred or to exist hereunder, (ii) Indebtedness secured by a Lien under the Security Documents or (iii) Indebtedness owed to the Company or any of its Subsidiaries; provided, that the foregoing shall not permit any Lien on Cash Collateral delivered pursuant to this Agreement except pursuant to the Security Documents; or (b) any Lien upon or with respect to Capital Stock in any Subsidiary of the Company securing Indebtedness of the Company in the ordinary course event that the Obligations are not secured by Liens; provided, however, that this Section 7.01(b) shall not prohibit Liens with respect to the Capital Stock of business a Subsidiary that are imposed by a material contract (other than the Senior Note Indenture) entered into or assumed by the Company or any Subsidiary pursuant to a transaction otherwise permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits . For purposes of clarity and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off this Section 7.01(b), “material contract” shall include, without limitation, any agreement evidencing (i) relating to the establishment a construction loan in respect of depository relations with banks not given in connection with the issuance of Indebtednessa Hotel Property, (ii) Non-Recourse Indebtedness, including Contingent Obligations relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries Customary Non-Recourse Exclusions, or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Acquired Indebtedness.

Liens. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents[Reserved]; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other Subsidiary incurred pursuant than deposits intended as cash collateral) in the ordinary course of business; (d) judgment and attachment liens (and surety bonds related thereto) not giving rise to Section 7.2(fan Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings with respect to which adequate reserves are being maintained in accordance with GAAP; (e) to finance Liens on any property or asset of the acquisition Loans Parties or any of their Subsidiaries existing on the date hereof and set forth on Schedule 7.2; (f) purchase money Liens upon or in any fixed or capital assetsassets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such liens shall be created substantially simultaneously with Lien secures Indebtedness permitted by Section 7.1(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash revenues generated by, or derived from, such asset and other than proceeds of such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets; (g) Liens on any property or asset of the Loans Parties or any of their Subsidiaries (other than Borrowing Base Assets, the equity interests held directly or indirectly by the REIT Guarantor in any Loan Party or the equity interests held directly or indirectly by the Borrower in any Subsidiary Loan Party) securing Indebtedness permitted pursuant to Section 7.1(c), (iid) or (h) and, with respect to any such Liens do not at any time encumber any property other than the property financed by Indebtedness, Hedging Obligations entered into in connection with such Indebtedness and (ii) secured by the amount of Indebtedness secured thereby is not increasedsame collateral as such Indebtedness; (dh) Liens existing on arising by virtue of deposits made in the Closing Date and listed on Schedule 7.3(d), provided that ordinary course of business to secure liability for premiums to insurance carriers; and (i) no such Lien is spread deposits to cover any additional property after secure the Closing Date performance of bids, trade contracts, leases and licenses, statutory obligations, surety bonds (ii) such Lien shall secure only those other than bonds related to judgments or litigations), performance bonds and other obligations that it secures on of a like nature incurred in the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements ordinary course of such obligations permitted by Section 7.2business; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fj) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods not prohibited by this Agreement and entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent REIT Guarantor or any of its Subsidiaries in the ordinary course of business; (ik) Liens on cash collateral and Permitted Investments deposited to secure letters of credit used for discharge, redeem or defease Indebtedness that was permitted to so be repaid; (l) (i) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the account of the Loan Parties REIT Guarantor or any of their respective its Subsidiaries and (ii) restrictions on transfers of assets that are subject to sale or transfer pursuant to purchase and sale arrangements, in each case under this clause (l) in connection with any letter of intent or purchase agreement in respect of an Acquisition, Investment or Disposition permitted by this Agreement; (m) licenses and sub-licenses of Intellectual Property in the ordinary course of business consistent with past practices business; (n) Liens on or in any fixed or capital assets to secure the extent purchase price or the cost of construction or improvement of such letters fixed or capital assets or to secure Indebtedness incurred solely for the purpose of credit are financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such Lien secures Indebtedness permitted by Section 7.2(l7.1(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash reserves generated by, or derived from, such asset and other than cash used to fund such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets; (o) in the case of any non-Wholly Owned Subsidiary, any put and call arrangements or restrictions on Disposition related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement. Liens on insurance policies and proceeds and premiums thereof or related thereto, securing Indebtedness permitted under Section 7.1(o); (jp) extensions, renewals, or replacements of any Lien referred to in subsections (e), (f) and (g) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased (other than in an amount not to exceed unpaid interest, fees and premiums, and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberassets originally encumbered thereby; and (kq) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0001,000,000 in the aggregate at any time outstanding.

Liens. CreateNeither the Borrower nor any Restricted Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Excepted Liens;. (c) Liens securing Indebtedness Debt permitted by Section 9.02(c) or (i) but only on the Property and improvements and accessions thereof and proceeds thereof acquired or under lease; provided that such Liens are created within 180 days of construction, acquisition or lease of such Property. (d) Liens (other than Liens under ERISA or Environmental Laws) on Property of any Person that becomes a Restricted Subsidiary of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance after the acquisition date of fixed or capital assetsthis Agreement; provided that (i) such liens shall be Liens are in existence at the time such Person becomes a Restricted Subsidiary of the Borrower and were not created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness in anticipation thereof and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread Liens shall extend to or cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements Property of such obligations permitted by Section 7.2;Person other than such Property. 72 (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien Liens (other than Liens under ERISA or Environmental Laws) upon real and/or tangible personal Property acquired after acquired property that is affixed the date of this Agreement (by purchase, construction or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereofotherwise) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any its Restricted Subsidiaries, each of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) which Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off either (i) relating to existed on such Property before the establishment time of depository relations with banks its acquisition and was not given created in connection with the issuance of Indebtedness, anticipation thereof or (ii) relating was created solely for the purpose of securing Debt representing, or incurred to pooled deposit finance, refinance or sweep accounts refund, the cost (including the cost of construction) of such Property; provided that no such Lien shall extend to or cover any Property of the Parent Guarantor Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in such Restricted Subsidiary other than the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders Property so acquired and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;improvements thereon and accessions and proceeds thereof. (i) Liens on cash collateral Letters of Credit issued hereunder pledged to secure letters of credit used for the account of the Loan Parties or obligations under any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Swap Agreement permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations 9.19 in an aggregate principal amount at any time not to exceed $1,000,00030,000,000 (other than as permitted by clause (ii) of this Section 9.03(f)), and Liens on cash, letters of credit and other financial assets pledged to secure obligations under any Swap Agreement permitted by Section 9.19 in an aggregate amount at any time not to exceed $10,000,000 (other than as permitted by clause (i) of this Section 9.03(f)). (g) Liens on Property not constituting collateral for the Indebtedness and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(g) shall not exceed $2,500,000 at any time. (h) Liens disclosed on Schedule 9.03.

Liens. CreateThe Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) on any Principal Property (each, a “Subject Lien”) that secures obligations under any Indebtedness or any related Guarantee of its propertythe Issuers or any Restricted Guarantor, whether now owned or hereafter acquired, exceptunless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such Principal Property that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are secured equally and ratably with or prior to such Liens. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes (including any Additional Notes) and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness incurred to secure Obligations in respect of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assetsIndebtedness; provided that that, with respect to Liens securing Obligations permitted under this subclause (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dB), provided that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25 to 1.00 (i) no such Lien is spread to cover any additional property after this clause (B), the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c“Consolidated Secured Debt Ratio Exception”) and (dC) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien Liens (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or Liens on debt for borrowed money owed to lenders other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the than Parent Guarantor or any of its Subsidiaries Subsidiaries) created, incurred, assumed or existing to give effect to the Connect Transactions. Any Lien created for the benefit of the Holders pursuant to this Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes. In addition, in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits event that a Subject Lien is or becomes a Permitted Lien, the Issuers may, at their option and margin deposits without consent from any Holder, elect to release and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in discharge any Lien created for the ordinary course of business and not for speculative purposes; (h) 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 benefit of the Parent Guarantor or any Holders to this Section 4.12 in respect of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Subject Lien.

Liens. Create, incur, assume, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, exceptor sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens (i) pursuant to any Loan Document and (ii) except during a Collateral Release Period, securing the Obligations that are incurred under the Loan DocumentsIncremental Equivalent Debt; (b) Liens existing on the Fifth Amendment Closing Date and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, listed on Schedule 7.01, and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed (except to remove any property from coverage of the Lien), (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) no Loan Party that was not an obligor with respect thereto shall become an obligor in connection with such renewal or extension, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Customary Permitted Liens; (cd) any attachment or judgment Lien not otherwise constituting an Event of Default under Section 8.01(h) in existence less than sixty (60) days after the entry thereof or with respect to which (i) execution has been stayed, (ii) payment is covered in full by insurance, or (iii) the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to such judgment or award; (e) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets7.02(e); provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (and any unimproved portion of a partially improved property where such financed asset shall be located) and the products and proceeds thereof and (ii) the amount of Indebtedness secured thereby does not exceed the cost or fair market value, whichever is not increased; (d) Liens existing on lower, of the Closing Date and listed on Schedule 7.3(d)property being acquired, provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures constructed, repaired or improved on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of acquisition or completion of such obligations construction, repair or improvement, plus transaction costs incurred in connection therewith; provided, that individual financings of equipment provided by one lender otherwise permitted by Section 7.2; this clause (e) the modification, replacement, extension or renewal may be cross-collateralized to other financings of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered equipment provided by such Lien or financed by Indebtedness lender permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2hereby; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off (i) relating on assets or Equity Interests of any Restricted Subsidiary which are in existence at the time that such Restricted Subsidiary is acquired after the Closing Date pursuant to a Permitted Acquisition or other Investment permitted hereafter, or is merged or consolidated into the establishment of depository relations with banks not given in connection with Borrower or a Restricted Subsidiary after the issuance of IndebtednessClosing Date, and (ii) relating to pooled deposit or sweep accounts on assets of the Parent Guarantor any Loan Party or any Restricted Subsidiary which are in existence at the time that such assets are acquired after the Closing Date; provided that such Liens (A) are not incurred or created in anticipation of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or such transaction (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices except to the extent such letters of credit are Liens secure Indebtedness which refinanced other secured Indebtedness to facilitate any Person being a Restricted Subsidiary); (B) only secure Indebtedness permitted by under Section 7.2(l); (j7.02(g) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations and in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $1,000,000.60,000,000 and (ii) 1.00% of Consolidated Total Assets as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01for the most recently completed Measurement Period; and (C) attach only to the acquired assets or the assets of such acquired Restricted Subsidiary and the proceeds and products of such assets (and the proceeds and products thereof);

Liens. CreateNo Loan Party will, nor will it permit any of the Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the created pursuant to any Loan DocumentsDocument; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness any Lien on any property or asset of the any Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance existing on the acquisition of fixed or capital assetsEffective Date and set forth in Schedule 6.02(c); provided that (i) such liens Lien shall be created substantially simultaneously with the acquisition not apply to any other property or asset of such fixed Borrower or capital assetsSubsidiary, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(das permitted under Section 6.01(f)(ii), provided that (i) no such Lien is spread to cover any additional property after the Closing Date ; and (ii) such Lien shall secure only those obligations that the Indebtedness which it secures on the date hereof Effective Date and any modificationsrefinancings, refundings, refinancings, extensions, renewals and replacements of such obligations thereof that are permitted by Section 7.26.01 (or, solely with respect to obligations that are not Indebtedness, any refinancings, refundings, extensions, renewals and replacements thereof that are not prohibited by Section 6.01, so long as such obligations are not amended or otherwise modified in contravention of this Agreement); (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security interests only secure Indebtedness permitted by Section 6.01(e), (f), (k) or (t)(ii); (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 the cost of acquiring, constructing or improving such fixed or capital assets and any reasonable expenses in connection therewith; and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary, other than as permitted under Section 6.01(f)(ii); (e) any Lien existing on any property or asset prior to the modification, replacement, extension acquisition thereof by any Borrower or renewal any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be; (ii) such Lien shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary, other than as permitted by clauses under Section 6.01(f)(ii); (ciii) such Lien shall not apply to any Accounts and Inventory of any Loan Party, including any Subsidiary which becomes a Loan Party (or is required to become a Loan Party under terms of the Loan Documents) and (div) above such Lien shall secure only the Indebtedness which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject such Indebtedness is permitted with respect to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted Subsidiary under Section 7.2 6.01(k), together with refinancings, refundings, extensions, renewals and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as replacements thereof that are permitted by Section 7.26.01 (or, solely with respect to obligations that are not Indebtedness, any refinancings, refundings, extensions, renewals and replacements thereof that are not prohibited by Section 6.01, so long as such obligations are not amended or otherwise modified in contravention of this Agreement); (f) Liens of a collecting bank arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementunder Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens created under PSA, PACA or other similar Requirements of Law; (h) Liens arising out of sale and leaseback transactions permitted by Section 6.06; (i) Liens solely on the assets of PPC Mexico and its Mexican Subsidiaries and Equity Interests issued by PPC Mexico and its Mexican Subsidiaries, in each case that secure the obligations outstanding under the Mexican Credit Facility permitted by Section 6.01(i); and (j) Liens granted by any Subsidiary to secure obligations permitted under Section 6.01(j), provided that if such Liens are on any property of a U.S. Loan Party, such Liens are in favor of a U.S. Loan Party, and if such Liens are on property of a Bermuda Loan Party, such Liens are in favor of a Bermuda Loan Party, in the case of this proviso, only to the extent such Liens are collaterally assigned to the Administrative Agent pursuant to terms and conditions acceptable to the Administrative Agent; (k) Liens on the Equity Interests of any non-wholly owned Subsidiary of any Loan Party or Liens on the Equity Interests of any other Investment, in each case to secure put or call obligations or similar obligations, and any other put or call or similar arrangements related to the Equity Interests issued by such non-wholly owned Subsidiary or such other Investment set forth in its organizational documents or any related joint venture or similar agreement; (l) Liens (i) consisting of customary rights and restrictions contained in agreements relating to any disposition of assets in a transaction permitted under Section 6.05 pending the completion thereof, (ii) on assets subject to escrow or similar arrangements that secure indemnification obligations arising under agreements relating to any a transaction permitted under Section 6.05 (g) or (h), and (iii) on Receivables and Related Assets sold in a Permitted Customer Factor Program; (m) Liens of any Governmental Authority arising under any Requirement of Law in any Inventory of the Company or the Subsidiary that is subject to any procurement contract with such Governmental Authority; (n) Liens consisting of precautionary filings of financing statements under the UCC which cover property that is made available to or used by the Loan Parties or any of the Subsidiaries pursuant to the terms of any operating lease or consignment of goods; (o) Liens consisting of rights reserved by or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of the Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit; (p) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity brokerage accounts in favor of the relevant commodity broker incurred in the ordinary course of business and not for speculative purposespurposes and margin loans made by such commodity broker; provided that such accounts shall be subject to a control (or similar) agreement among the applicable Loan Party, the applicable commodity counterparty and the Administrative Agent, which agreement shall be reasonably satisfactory to the Administrative Agent; (hq) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business consisting of pledges or deposits to secure liability for reimbursement or indemnification obligations of insurance carriers providing or administering insurance for the Parent Guarantor or any of its Company and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries or, in the ordinary course case of business; (i) Liens on cash collateral any Captive Insurance Company, to secure letters of credit used for the account of the Loan Parties credit, bank guarantees or any of their respective Subsidiaries similar obligations related thereto); (r) Liens that are incurred in the ordinary course of business consistent with past practices on the proceeds of insurance policies to secure the financing of insurance premiums thereunder; (s) Liens on the property of any Foreign Subsidiary (other than a Loan Party) of the Company (and Equity Interests issued by such Foreign Subsidiary, unless such Equity Interests (or any percentage thereof) are (or are required to be) pledged under the Loan Documents) securing Indebtedness of such Foreign Subsidiary to the extent such letters of credit are Indebtedness is permitted by under Section 7.2(l6.01(f), (k) or (t)(ii); (jt) Liens that are incurred in the ordinary course of business consisting of cash deposits or deposits of Permitted Investments in favor of the seller, lessor or sublessor of any property in connection with a transaction not otherwise prohibited under this Agreement; (u) Liens arising out of any conditional sale, title retention or similar arrangement for the purchase or sale of goods entered into in the ordinary course of business and otherwise not prohibited by the terms of this Agreement; (v) Liens that are incurred in the ordinary course of business deemed to exist in connection with repurchase agreements described in paragraphs (d) and (g) of the definition of “Permitted Investments”; (w) Liens on feed ingredients granted in the ordinary course of business to the extent constituting sellers of such feed ingredients to secure the unpaid purchase price thereof; (x) Liens on cash and/or Permitted Investments securing obligations under Swap Agreements in favor of the applicable counterparty if (i) such Swap Agreement is permitted under Section 6.07(b) and (ii) the applicable Loan Party’s rights under such Swap Agreement are subject to a valid, perfected first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties), which security interest is acknowledged, on terms reasonably satisfactory to the Administrative Agent, by the applicable counterparty to such Swap Agreement; (y) Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in on the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property Equity Interests of any Group MemberFarm Credit System Institution required to be purchased from time to time by the Borrowers in favor of such Farm Credit System Institution; and (kz) other Liens securing Indebtedness or and other obligations in an aggregate principal amount permitted under this Agreement, which Indebtedness and other obligations shall not to exceed $1,000,00050,000,000 in the aggregate at any time outstanding, on assets that are not subject to a security interest in favor of the Administrative Agent (for the benefit of the Lender Parties) unless the Indebtedness that is being secured constitutes Capital Lease Obligations or purchase money Indebtedness. Notwithstanding the foregoing, none of the Permitted Liens may at any time attach to any Loan Party’s (A) Accounts, other than those permitted under paragraphs (a) and (e) of the definition of “Permitted Encumbrances” and paragraphs (a), (e), (g) and (l) above and (B) Inventory, other than those permitted under paragraphs (a), (b), (e), (g) and (i) of the definition of “Permitted Encumbrances” and paragraphs (a), (e), (g), (l), (m) and (w) above.

Liens. CreateDirectly or indirectly create, incur, assume, assume or suffer to exist exist, or permit any of its Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist, any Lien upon any of its propertytheir respective Properties or assets of any kind, whether now owned or hereafter acquired, exceptor any income or profits therefrom, or otherwise assign any rights to receive any income or profits therefrom, except for the following: (a) Liens securing the Obligations that are incurred under the Loan Documentspursuant to any Note Document and any Series B Note Document; (b) Permitted LiensLiens existing on the date hereof and listed on Schedule 6.02(b) and any renewal, extension, refinancing or refunding thereof that neither increases the amount secured thereby nor encumbers additional property; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that permitted by clauses (i) such liens shall be created substantially simultaneously with the acquisition or (j) of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedSection 6.01; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover upon any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Financial Asset incurred in the ordinary course of business and consistent with guidelines established by the Parent’s board of directors from time to time; (e) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Note Party to the extent permitted hereunder (and not for speculative purposescreated in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon); (f) Customary Permitted Liens; (g) Liens arising in respect of Permitted Financings (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time, on or after the date hereof), limited in each case to the property to which such purchase money Indebtedness relates or is subject to such Capital Lease and which in either case shall not cover any Collateral, and in the case of a Lien securing purchase money Indebtedness, limited to the extent that such Lien attaches to the Property acquired therewith within one hundred-eighty (180) days after there acquisition thereof; (h) Liens that are contractual rights of set-off on cash and cash equivalents securing Hedging Obligations; (i) relating Liens securing Permitted Refinancing Indebtedness; provided that such Liens attach only to the establishment same property or assets (together with improvements thereon or proceeds thereof) that secured the Indebtedness being refinanced (which in any event, shall not include any Collateral); and (j) Liens not otherwise permitted by the foregoing clauses of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit this Section 6.02 securing obligations or sweep accounts other liabilities of the Parent Guarantor Parent, any other Note Party or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations Subsidiary incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; ; provided that (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent such Lien shall not be incurred with past practices respect to the extent such letters Collateral and (ii) the aggregate outstanding principal amount of credit are all the obligations and liabilities secured by Liens permitted by Section 7.2(l); under this clause (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0001,000,000 at any time outstanding.

Liens. CreateNeither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, except: (ai) (A) Liens securing the Obligations that are incurred created under the Loan DocumentsDocuments and (B) Liens on the Collateral securing Credit Agreement Refinancing Indebtedness or any Permitted Refinancing thereof; provided that (1) any such Liens that are Junior Liens shall be subject to the Junior Lien Intercreditor Agreement and (2) any such Liens that are pari passu with the Liens of the Secured Parties shall be subject to the Pari Passu Intercreditor Agreement; (bii) Permitted LiensEncumbrances; (ciii) Liens existing on the date hereof and set forth on Schedule 6.02 and any modifications, replacements, renewals or extensions thereof (or to the extent not listed on Schedule 6.02, where the fair market value of all properties to which such Liens apply under this clause (iii) is less than $100,000 in the aggregate); provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (2) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(a)(v); provided that (iA) such liens shall be created substantially simultaneously Liens attach concurrently with or within 270 days after the acquisition acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such fixed or capital assetsLiens, (iiB) such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for accessions to such property and the proceeds and the products thereof and (iiC) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings and its Restricted Subsidiaries, taken as a whole, or (B) secure any Indebtedness; (vi) Liens (A) 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 or (B) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ 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 other goods in the ordinary course of business; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (B) 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; (ix) Liens on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Subsidiary permitted under Section 6.01; (x) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the amount of Indebtedness secured thereby is not increasedpermitted under Section 6.01(a)(vii); (dxii) Liens existing on any interest, lien, or title of a lessor or sublessor under leases or subleases (other than leases constituting Capital Lease Obligations) entered into by any of the Closing Date Borrower or any Restricted Subsidiaries in the ordinary course of business and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after covering the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2assets so leased; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any of the Parent Guarantor Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (gxiv) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (hxvi) Liens that are contractual rights of set-off setoff (iA) relating to the establishment of depository relations with banks not given in connection with the issuance incurrence of Indebtedness, (iiB) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of Borrower and its Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business; (ixvii) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on cash collateral to secure letters of credit used for insurance policies and the account proceeds thereof securing the financing of the Loan Parties or any of their respective Subsidiaries premiums with respect thereto and deposits made in the ordinary course of business consistent to secure liability to insurance carriers; (xix) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with past practices which the normal operation of the business complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the extent use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (xx) Liens on Equity Interests of a joint venture or an Unrestricted Subsidiary securing obligations of such joint venture or Unrestricted Subsidiary; (xxi) Liens on cash or Permitted Investments used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is permitted hereunder; (xxii) other Liens; provided that the aggregate principal amount of obligations secured by Liens existing in reliance on this clause (xxii) shall not exceed the greater of $10,000,000 and 20% of Consolidated EBITDA for the most recently ended LTM Period at any time outstanding; (xxiii) Liens on the property or assets of Foreign Subsidiaries securing Indebtedness permitted to be incurred by them under Section 6.01; (xxiv) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit are permitted by Section 7.2(l)and the proceeds and products thereof; (jxxv) to Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the extent constituting Liens, Liens Borrower or any of a Customer arising the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any real or personal property owned acquisition that would constitute an Investment permitted by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberthis Agreement; and (kxxvi) other Liens securing Indebtedness arising out of conditional sale, title retention, consignment or other obligations similar arrangements for the sale of goods entered into in an aggregate principal amount not to exceed $1,000,000the ordinary course of business.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, except: (ai) Liens securing the Obligations that are incurred created under the Loan Documents; (bii) Permitted LiensEncumbrances; (ciii) Liens existing on the Effective Date and set forth on Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (2) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(a)(v); provided that (iA) such liens shall be created substantially simultaneously Liens attach concurrently with or within 270 days after the acquisition acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such fixed or capital assetsLiens, (iiB) such Liens do not at any time encumber any property other than the property financed by such Indebtedness except for accessions to such property and the proceeds and the products thereof and (iiC) with respect to Capitalized Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capitalized Lease Obligations; provided further that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (v) 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; (vi) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (vii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), or (B) 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; (viii) Liens on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Subsidiary permitted under Section 6.01; (ix) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (x) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and, in the case of a Person becoming a Subsidiary, other than after-acquired property of such Person under a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of such after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the amount of Indebtedness secured thereby is not increasedpermitted under Section 6.01(a)(v) or Section 6.01(a)(vii); (dxi) Liens existing on any interest or title of a lessor under leases (other than leases constituting Capitalized Lease Obligations) entered into by any of the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover Borrower or any additional property after Subsidiaries in the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements ordinary course of such obligations permitted by Section 7.2business; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fxii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any of the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (gxiii) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; (xiv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (hxv) Liens that are contractual rights of set-off setoff (iA) relating to the establishment of depository relations with banks not given in connection with the issuance incurrence of Indebtedness, (iiB) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of Borrower and its Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (ixvi) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Subsidiaries are located; (xvii) Liens on cash collateral insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xviii) other Liens; provided that at the time of the granting of and after giving Pro Forma Effect to secure letters any such Lien and the obligations secured thereby (including the use of credit used proceeds thereof) the aggregate face amount of obligations secured by Liens existing in reliance on this clause (xix) shall not exceed an amount equal to the greater of (x) $25,000,000 and (y) 9.0% of Consolidated EBITDA for the account most recently ended Test Period; (xix) Liens on assets of the Loan Parties or FreedomRoads Entities and Equity Interests of any of their respective Subsidiaries in the ordinary course of business consistent with past practices FreedomRoads Entities securing Indebtedness permitted pursuant to the extent such letters of credit are permitted by Section 7.2(l6.01(a)(xviii); (jxx) to Liens on the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member Collateral securing Indebtedness permitted pursuant to any similar arrangement, Section 6.01(a)(viii) and (xx); provided that such Customer Lien Liens shall not extend be junior to any property of any Group Memberthe Liens on the Collateral securing the Obligations on the terms set forth in an intercreditor agreement reasonably satisfactory to the Administrative Agent; and (kxxi) other Liens on the Collateral securing Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Additional Notes (but only if such Additional Notes and the related Liens meet the requirements set forth in clauses (a), (d), (e) and (f) of the definition of Permitted First Priority Refinancing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Permitted Second Priority Refinancing Indebtedness).

Liens. Create, incur, assume, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except:other than the following (each a “Permitted Lien”): (a) Liens securing the Obligations that are incurred under the Loan DocumentsCustomary Permitted Liens; (b) Permitted LiensLiens pursuant to any Loan Document; (c) Liens securing Indebtedness existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; (d) any attachment or judgment Lien not otherwise constituting an Event of Default under Section 8.01(h) in existence less than sixty (60) days after the entry thereof or with respect to which (i) execution has been stayed, (ii) payment is covered in full by insurance, or (iii) the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and shall have set aside on its books such reserves as may be required by GAAP with respect to such judgment or award; (e) Liens existing on property or assets of any Person at the time such Person becomes a Subsidiary or such property or assets are acquired, but only, in any such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property or assets are acquired; (f) Liens on assets securing Indebtedness permitted to be incurred or assumed pursuant to Section 7.2(f) to finance the acquisition 7.03(e), including any interest or title of fixed or capital assets; a lessor under any Capitalized Lease, provided that (i) any such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do Lien does not at any time encumber any property other than assets constructed or acquired with the property financed by proceeds of such Indebtedness and (ii) the amount of Indebtedness secured thereby is does not increasedexceed the cost of the property being acquired on the date of acquisition; (dg) Liens existing on Leases, subleases, licenses and sublicenses granted in the Closing Date and listed on Schedule 7.3(d)ordinary course of business, provided that (i) no such Lien is spread which could not reasonably be expected to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2have a Material Adverse Effect; (eh) the modification, replacementany Lien constituting a renewal, extension or renewal replacement of any Lien permitted by clauses (c) and (d) above and clauses ), (f) and or (g) of this Section 7.3 upon or 7.01, but only, in the same assets theretofore subject case of each such renewal, extension or replacement Lien, to the extent that the principal amount of Indebtedness secured thereby does not exceed the principal amount of such Lien (other than after acquired property that Indebtedness so secured unless such excess is affixed or incorporated into the property covered permitted by Section 7.03 to be incurred and by this Section 7.01 to be secured by such Lien at the time of the extension, renewal or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension the maturity thereof is not shortened and such Lien is limited to all or renewal a part of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off (i) relating property subject to the establishment of depository relations with banks not given in connection with the issuance of IndebtednessLien extended, (ii) relating to pooled deposit renewed or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessreplaced; (i) Liens on cash collateral pursuant to secure letters of credit used for the account Sections 2.03, 2.05(c), and 2.17 of the Loan Parties Revolving Credit Agreement (as in effect on July 20, 2011 or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(lsuccessor provisions thereto); (j) other Liens securing obligations, including Indebtedness for borrowed money (other than (A) the Indebtedness created pursuant to the Note Purchase Agreement, except to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is the Obligations and the “Obligations” (as defined in the possession or control of a Group MemberRevolving Credit Agreement) under the Revolving Credit Agreement are secured equally and ratably with such Indebtedness and (B) the “Obligations” under (and as defined in) the Revolving Credit Agreement, held in trust except to the extent the Obligations under this Agreement are secured equally and ratably with such Obligations by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to all collateral securing the “Obligations” under the Revolving Credit Agreement other than any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness cash or other obligations collateral security for “L/C Obligations” under (and as defined in) the Revolving Credit Agreement, in an aggregate principal amount (including the entire unused amount of committed credit facilities and all outstanding Indebtedness, liabilities and obligations) not exceeding 10% of Consolidated Net Worth as of the time of the granting of such Lien; provided, that, to exceed $1,000,000the extent a Lien granted pursuant to this Section 7.01(j) was permitted hereunder at the time of the grant of such Lien, such Lien will continue to be permitted hereunder notwithstanding a subsequent decrease in Consolidated Net Worth.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Original Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Original Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) Liens on Equity Interests in any SBIC Subsidiary created in favor of the modification, replacement, extension or renewal of SBA and Liens on Equity Interests in any Lien permitted by clauses Structured Subsidiary described in paragraph (c) and (d) above and clauses (f) and (ga) of this Section 7.3 upon or the definition thereof in the same assets theretofore subject favor of and required by any lender providing third-party financing to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Structured Subsidiary; (f) Liens arising out on assets owned by (i) Immaterial Subsidiaries created in favor of conditional sale, title retention, consignment an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(k)(iii) and (ii) any other Subsidiary (other than (1) an Obligor or similar arrangements for sale (2) a Financing Subsidiary) created in favor of goods entered into by an Obligor to the Parent Guarantor or any of its Subsidiaries in the ordinary course of business extent solely securing Indebtedness permitted by this Agreement;under Section 6.01(k)(iv); and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other additional Liens securing Indebtedness or other obligations in an aggregate principal amount not for borrowed money not to exceed $1,000,0005,000,000 in the aggregate at any time outstanding.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), ; provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Financing Subsidiaries; (d) Liens securing Hedging Agreement Obligations and Liens securing Term Loan Indebtedness and Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) and (j), respectively (including Liens in favor of such obligations permitted by Section 7.2the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement); (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Permitted Liens; (f) additional Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries securing Indebtedness not to exceed $3,000,000 in the ordinary course aggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred on Equity Interests in any SBIC Subsidiary created in favor of the ordinary course of business and not for speculative purposesSBA; (h) Liens that are contractual rights created by posting of set-off (i) relating to the establishment of depository relations with banks not given cash collateral in connection with total return swap arrangements in an aggregate amount not to exceed $3,000,000 at any time, provided that, for the issuance avoidance of Indebtednessdoubt, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessat no time shall such cash collateral constitute an Eligible Portfolio Investment; (i) Liens on cash collateral to secure letters consisting of credit used for the account a participation interest in respect of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l);Portfolio Investment; and (j) Liens on Special Equity Interests included in the Portfolio Investments but only to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is securing obligations in the possession or control manner provided in the definition of a Group Member, held “Special Equity Interests” in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Section 1.01.

Liens. CreateThe Borrowers will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Excepted Liens;. (c) Liens securing Indebtedness Capital Leases and purchase money obligations permitted by Section 9.02(d) but only on the Property under lease or purchased. (d) Liens to secure obligations under any Swap Agreement permitted by Section 9.18. (e) Liens in existence on the date of this Agreement and shown on Schedule 7.14. (f) Liens securing reimbursement obligations in connection with letters of credit outstanding on the Borrower or any date of this Agreement and other Subsidiary incurred pursuant to letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $20,000,000. (g) Liens securing Permitted Refinancing Debt. (h) Liens on Property securing the Second Lien Term Loan Agreement permitted by Section 7.2(f) to finance the acquisition of fixed or capital assets9.02(h), provided; provided however, that (i) such liens shall be created substantially simultaneously with Liens securing the acquisition of such fixed or capital assetsSecond Lien Term Loan Agreement and any guarantees thereof are subordinated pursuant to the Intercreditor Agreement, (ii) such Liens do not at any time encumber any property other than each and every Lien securing the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Second Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Term Loan Agreement shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off (i) relating be subordinate to the establishment of depository relations with banks not given in connection with Liens securing the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of this Agreement and the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or other Loan Documents and (iii) relating no Lien shall be granted on any Property to purchase orders secure the Second Lien Term Loan Agreement unless the Lien is also being granted to secure the Indebtedness, this Agreement and the other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;Loan Documents. (i) Liens on cash Property not constituting collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Indebtedness and not otherwise permitted by the foregoing clauses of this Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, 9.03; provided that such Customer Lien the aggregate principal or face amount of all Debt secured under this Section 9.03(i) shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0002,000,000 at any time.

Liens. CreateThe Obligors shall not create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether property now owned or hereafter acquiredacquired by it, exceptexcept for the following: (a) Liens securing the Obligations that are incurred under the Loan DocumentsTransaction Liens; (b) Permitted LiensLiens securing obligations in an aggregate amount not to exceed, at any time outstanding, $10,000,000; (c) Liens on cash, Cash Equivalents, other securities or deposits, accounts or investment property (in each case, other than Collateral) securing Indebtedness Permitted Swap Obligations and Liens securing Cash Management Obligations permitted by Section 7.01; (d) Permitted Encumbrances; (e) Liens existing on the date hereof and, to the extent such Lien is on property of the Parent or any Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition such Lien secures Indebtedness for borrowed money in excess of fixed or capital assets$5,000,000, listed in Schedule 7.02, including extensions, renewals and replacements of such Liens; provided that (i) such liens Lien shall be created substantially simultaneously not apply to any additional property (other than after-acquired title in or on such property and related assets and proceeds of the collateral in accordance with the acquisition document creating such Lien); it being understood that individual financings of the type permitted under Section 7.01(f) provided by any lender may be cross-collateralized to other financings of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed type provided by such Indebtedness lender or its Affiliates and (ii) to the amount of extent securing Indebtedness, the Indebtedness secured thereby is not increasedincreased except as otherwise permitted under Section 7.01; (df) Liens existing on cash or Cash Equivalents securing letters of credit issued in an aggregate amount at any time outstanding not to exceed $10,000,000; (g) Liens arising in the Closing Date ordinary course of business for sums being contested in good faith and listed on Schedule 7.3(dby appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, SAP or UK GAAP, or for sums not due, and in either case not involving any deposits or advances for borrowed money or the deferred purchase price of property or services; (h) Liens securing Indebtedness permitted by Section 7.01(f); provided that such Liens are limited to the assets financed by the relevant Capitalized Lease Liabilities or Purchase Money Debt or any Refinancing Indebtedness in respect thereof (it being understood that individual financings of the type permitted under Section 7.01(f) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its Affiliates); (i) [reserved]; (j) Replacements of any Liens permitted under this Section 7.02 when incurred, provided that (i) no such Lien is spread shall not apply to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired title in or on such property and related assets and proceeds of the existing collateral in accordance with the document creating such Lien); it being understood that is affixed or incorporated into individual financings of the property covered by such Lien or financed by Indebtedness type permitted under Section 7.2 7.01(f) provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its Affiliates and proceeds and products thereof(ii) if such Lien secures Indebtedness, the Indebtedness secured thereby is not increased except as otherwise permitted under Section 7.01 or the modification, refunding, refinancing, replacement, extension or renewal by amounts of the Indebtedness or other obligations secured thereby as permitted by Section 7.2type described under clause (a) of the proviso to the definition of “Refinancing Indebtedness”; (fk) Liens arising out granted by any Obligor in favor of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementother Obligor; (gl) Liens encumbering reasonable customary initial deposits on insurance policies and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course proceeds thereof securing the financing of business and not for speculative purposesthe premiums with respect thereto; (hm) Liens that are contractual rights attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits required to be made under the terms of set-off any letter of intent or purchase agreement for a permitted Acquisition; (in) relating to the establishment of depository relations with banks not given Liens incurred in connection with the issuance collection or disposition of Indebtedness, (ii) relating to pooled deposit or sweep delinquent accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries receivable in the ordinary course of business; (io) Liens securing repayment of funds advanced to the Parent or any Subsidiary under custody agreements, securities lending arrangements, securities clearing agreements and similar arrangements entered into in the ordinary course of business; (p) Liens in connection with any repurchase agreement, buy/sell agreement or similar agreement or instrument on assets or property transferred by the Parent or any Subsidiary, securing the obligation of the Parent or such Subsidiary to repurchase or buy such assets or property as well as its other obligations under such repurchase agreement, buy/sell agreement or similar agreement or instrument; (q) Liens on cash collateral any real property securing Indebtedness of the Parent or any Subsidiary 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 secure 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 the Parent or such Subsidiary (other than such real property directly securing such Indebtedness) if the Parent or such Subsidiary fails to pay such Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “nonrecourse” real estate transactions; (r) ▇▇▇▇▇ constituting lock-up arrangements and rights of first refusal in respect of certain Capital Stock entered into in connection with the sale or transfer of such Capital Stock; (s) Liens arising as a result of the segregation and deposit of certain Capital Stock in connection with securities disposition plans in respect of such Capital Stock otherwise permitted hereunder (including any Specified Stock Buybacks); (t) Liens securing or arising in connection with any Investment permitted under Section 7.07 (or any letters of credit used for the account securing or arising in connection with such Investment); (u) Liens arising in respect of any letters of credit or guarantees granted in connection with office leases of the Loan Parties Parent or any of their respective Subsidiaries its Subsidiaries; (v) Liens arising from pledges or deposits of cash, securities or portfolio investments made by any Insurance Subsidiary (A) as a condition to obtaining or maintaining any licenses issued to it by any Governmental Authority or (B) as otherwise required to comply with the requirement of applicable insurance laws; (w) rights of first refusal, preemptive rights and tag, drag and similar rights, put and call rights and similar rights or encumbrances and restrictions on sale or transfer in the shareholder agreement for the Company; and (x) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business consistent which (i) do not interfere in any material respect with past practices to the extent such letters business of credit the Parent or any Borrower and (ii) are permitted by Section 7.2(l); (j) 7.03. Notwithstanding the foregoing, in no event shall any Lien be permitted to exist on the extent constituting Liens, Liens Capital Stock of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000AAC.

Liens. CreateThe Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the payment of any Obligations that are incurred under pursuant to the Loan DocumentsSecurity Instruments; (b) Permitted Excepted Liens; (c) Liens securing Capital Leases and Purchase Money Indebtedness permitted by Section 9.02(b) but only on the Property under lease or the Property purchased with such Purchase Money Indebtedness, as applicable, together with accessions or additions thereto, improvements thereon, insurance thereon and the products and proceeds thereof (it being understood that individual financings of the Borrower or type permitted under Section 9.02(b) provided by any lender may be cross-collateralized to other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition financings of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed type provided by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedlender or its Affiliates); (d) Liens existing on the Closing Date attaching to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by a Relevant Party or other escrowed amounts in connection with an acquisition by a Relevant Party permitted under Section 9.05 pursuant to a binding and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2enforceable acquisition agreement; (e) Liens to secure the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 9.02(g) , so long as such Liens attach solely to such insurance policies and proceeds the unearned premiums in respect of such insurance policies (including any gross unearned premiums and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal any payment on account of the Indebtedness or other obligations secured thereby as permitted by Section 7.2;loss which results in reduction of unearned premiums); and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by not otherwise permitted hereunder on assets other than the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens Collateral securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,00010,000,000 at any time outstanding. No intention to subordinate the first priority Liens granted in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Security Instruments is to be hereby implied or expressed by the permitted existence of Liens pursuant to this Section 9.03.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including the Borrower and any Subsidiary) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens its Subsidiaries existing on the Closing Date and listed set forth on Schedule 7.3(d)7.02(a) and any modifications, replacements, renewals or extensions thereof; provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c7.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien Lien, and (B) proceeds and products thereof; (i) Liens created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations under Secured Hedge Agreements incurred pursuant to Section 7.01(c) and securing obligations under Cash Management Agreements) or financed permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage and (ii) Liens securing Indebtedness incurred pursuant to Section 7.01(b)(ii) and Section 7.01(b)(iii) (including Liens securing Swap Agreements secured under the documents governing such Indebtedness), which Liens are subject to the Intercreditor Agreement or another intercreditor agreement substantially consistent with and no less favorable to the Revolving Facility Lenders in any material respect than the Intercreditor Agreement; (c) Liens on any property or asset of the Borrower or any Subsidiary securing Indebtedness permitted under Section 7.2 and proceeds and products thereof7.01(h)(i)(x) or the modification, refunding, refinancing, replacement, extension or renewal of the Permitted Refinancing Indebtedness or other obligations secured thereby as in respect thereof if permitted by Section 7.2; 7.01(h)(ii); provided that such Lien (fi) Liens arising out does not apply to any other property or assets of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of its Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, subject to compliance with clause (iv) of the definition of the term “Permitted Refinancing Indebtedness”; (d) Liens for Taxes, assessments or other governmental charges or levies not yet due or that are being contested in compliance with Section 6.03; (e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business permitted and securing obligations that are not overdue by this Agreementmore than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with Applicable Accounting Rules; (i) pledges and deposits and other Liens made 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 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 the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits other customary Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory and regulatory 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) 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 restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declaration on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 7.01(i) (limited to the assets subject to such Indebtedness); (j) Liens arising out of sale and lease-back transactions permitted under Section 7.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 8.01(j) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 6.10 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 or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-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 Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (io) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure banker’s liens, rights of set off or similar rights; (p) Liens securing obligations in respect of trade related letters of credit used for or bank guarantees permitted under Section 7.01(f) or (o) and covering the account goods (or the documents of title in respect of such goods) financed by such letters of credit or bank guarantees and the Loan Parties proceeds and products thereof; (q) leases or any of their respective Subsidiaries subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent not interfering in any material respect with past practices the business of the Borrower and its Subsidiaries, taken as a whole; (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 solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to property or assets of any Subsidiary that is not a Subsidiary Loan Party securing Indebtedness permitted under Section 7.01(s); (u) other Liens with respect to property or assets of the Borrower or any Subsidiary; provided that (i) no such Lien shall secure any Swap Obligation, (ii) at the time of the incurrence of such Lien no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement, and (iv) to the extent such letters of credit are permitted by Section 7.2(lLiens extend to ABL Priority Collateral, such Liens shall be subordinated to the Liens securing the ABL Finance Obligations pursuant to the Intercreditor Agreement (or an additional intercreditor agreement reasonably satisfactory to the Administrative Agent); (jv) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction otherwise permitted under this Agreement; (x) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (iii) of the definition thereof; (z) the PBGC Lien; (aa) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit or bank guarantee to the extent constituting Liens, permitted under Section 7.01; (bb) Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementsecuring insurance premiums financing arrangements, provided that such Customer Liens are limited to the applicable unearned insurance premiums; (cc) Liens in favor of the Borrower or any Subsidiary Loan Party; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; (dd) Liens on deposits securing Swap Contracts permitted under Section 7.01(c) not extend to any property of any Group Memberexceed $1,000,000 in the aggregate; and (kee) other Liens with respect to property or assets of the Borrower or any Subsidiary securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not to exceed $1,000,0005,000,000 as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 4.05 or 6.04, as applicable.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documentsa. [RESERVED]; b. Liens on assets (bincluding, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective Date) Permitted Liensacquired after the Effective Date (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, after three months after the 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 assets is not otherwise prohibited by the terms of this Agreement and (ii) each such Lien is created within three months after the acquisition of the relevant assets; (c) c. in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d), at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 5.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $735,000,000, provided that, with respect to each such item of Indebtedness, the fair market value of the assets subject to Liens securing such Indebtedness (determined at the time of the creation of such Lien) shall not exceed two times the aggregate principal amount of such Indebtedness (and for purposes of this clause (c), the fair market value of any assets shall be determined by (i) in the case of any Vessel, by an Approved Appraiser selected by the Borrower and (ii) in the case of any other assets, by an officer of the Borrower or by the board of directors of the Borrower); d. Liens on assets acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary incurred pursuant to Section 7.2(fwhich, at any time, owns a Vessel free of any mortgage Lien) to finance the acquisition of fixed or capital assets; provided that so long as (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements each of such obligations permitted by Section 7.2; (e) Liens existed on such assets before the modification, replacement, extension or renewal time of any Lien permitted by clauses (c) its acquisition and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into was not created by the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; e. Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (gother 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 Liens encumbering reasonable customary initial deposits are in existence at the time such corporation becomes a Subsidiary of the Borrower and margin deposits and similar were not created by the Borrower or any of its Subsidiaries in anticipation thereof; f. Liens attaching to commodity trading accounts securing Government-related Obligations; g. Liens for taxes, assessments or other brokerage accounts 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 and for sums not for speculative purposesoverdue or being diligently contested in good faith by appropriate proceedings; (h) i. 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations 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 Parent Guarantor furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or any are being diligently contested in good faith by appropriate proceedings; l. Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of its Subsidiaries or incidental to trading such Vessel in connection with repairs or other work to such 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 ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; m. normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; n. Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business;; and (i) o. Liens on cash collateral to secure or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent that support such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000obligations.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Liens;Excepted Liens and Immaterial Title Deficiencies. (c) Liens securing Indebtedness of Capital Leases and Purchase Money Debt permitted by Section 9.02(d) but only on the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance Property that is the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition subject of such fixed Capital Lease or capital assets, (ii) such Liens do not at any time encumber any property Purchase Money Debt and on other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased;Property reasonably related thereto. (d) Liens existing in existence on the Closing Date and date hereof listed on Schedule 7.3(d)9.03, securing Debt permitted by Section 9.02(b) or other obligations (not constituting Debt) of the Borrower and the Subsidiaries, provided that (i) no such Lien is spread to cover any additional property after the Closing Effective Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired title in or on such property that is affixed or incorporated into and proceeds of the property covered by existing collateral in accordance with the instrument creating such Lien or financed by Indebtedness permitted under Section 7.2 (without any modification thereof after the Effective Date)) and proceeds and products thereof(ii) or to the modificationextent such Liens secure Debt, refunding, refinancing, replacement, extension or renewal the amount of the Indebtedness or other obligations Debt secured thereby is not increased except (A) as permitted by Section 7.2;9.02(b) and (B) pursuant to the instrument creating such Lien (without any modification thereof after the Effective Date). (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ie) Liens on cash collateral to secure letters Property (and proceeds thereof) securing (A) the Borrower’s or any Subsidiary’s obligations in respect of credit used bankers’ acceptances issued or created for the account of the Loan Parties Borrower or any such Subsidiary, as applicable, to facilitate the purchase, shipment or storage of their respective Subsidiaries Property or (B) reimbursement obligations in the ordinary course respect of business consistent with past practices to the extent such trade letters of credit are issued to ensure payment of the purchase price for Property; provided that the aggregate amount of obligations secured by Liens permitted by under this Section 7.2(l); 9.03(e) shall not exceed $1,000,000 at any time outstanding. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 9.03 (j) to other than Liens securing the extent constituting Indebtedness, Excepted Liens, Immaterial Title Deficiencies and Liens of a Customer arising with respect permitted under Section 9.03(e)) may at any time attach to any real Oil and Gas Properties directly owned (whether in fee or personal property owned by such Customer leasehold) by the Borrower or any other Person that is not a Group Member, that is Subsidiary and evaluated in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000most recently delivered Reserve Report.

Liens. CreateThe Parent will not, and will not permit any of its Subsidiaries to, incur, assume, maintain or suffer to exist any Lien upon or with respect to any of its propertyProperty, whether now owned or hereafter acquired, except:or assign any right to receive income or profits, except for any of the following (each, a “Permitted Lien”): (a) Liens securing created pursuant to the Obligations that are incurred under the International Loan Documents; (b) Liens on the U.S. Collateral securing the U.S. Secured Obligations pursuant to the terms of the U.S. Loan Documents; (c) Customary Permitted Liens; (cd) Liens securing obligations under Interest Rate Contracts and foreign exchange Hedging Agreements, in each case entered into for non-speculative purposes; (e) Liens existing on the Execution Date and set forth on Schedule 8.2 or securing any Permitted Refinancing thereof; provided that the principal amount of Indebtedness secured thereby (e.g., Indebtedness existing on the Execution Date or incurred subsequent to the Execution Date under any credit agreement or facility as in effect on the Execution Date and set forth on Schedule 8.1, together with any Permitted Refinancing) is not increased; and provided, further, that such Liens do not attach to or cover any Property with a cumulative fair market value greater than such Property secured by such Liens on the Execution Date (including after-acquired Property affixed or incorporated into such Property to the extent such Liens would attach to or cover such Property immediately prior to the Execution Date); (f) Liens on the Property of the Borrower Parent or any other Subsidiary incurred pursuant to of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 7.2(f) to finance the acquisition of fixed or capital assets8.1(c); provided provided, however, that (i) such liens shall be created Liens exist prior to the acquisition of, or attach substantially simultaneously with with, or within 90 days after, the acquisition of acquisition, repair, improvement or construction of, such fixed Property financed, whether directly or capital assetsthrough a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not at extend to any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal Property of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries other than the Property acquired or built, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness; (g) Liens (a) assumed by Parent and/or one or more of its Subsidiaries in connection with a Permitted Acquisition or (b) on assets of a Person that becomes a Subsidiary of Parent after the ordinary course date of business this Agreement in a Permitted Acquisition or as a result of an Investment otherwise permitted under Section 8.3, provided, however, (x) that such Liens exist at the time such Person becomes a Subsidiary or such asset is acquired and are not created in contemplation of such acquisition or Investment and, in any event, do not secure Indebtedness other than that assumed pursuant to Section 8.1(i) at the time of such Permitted Acquisition or Investment or attach to or encumber the assets of any other U.S. Loan Party or its Subsidiaries and (y) the aggregate amount of Indebtedness secured by all Liens pursuant to this Section 8.2(g) shall not exceed the amount set forth in clause (iii) to the proviso to Section 8.1(i); (h) Liens on any property of the Parent or any of its Subsidiaries not otherwise permitted by any of the other clauses of this Section 8.2 securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not exceed $1,000,000 at any time; (i) Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this Agreement; (gj) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in each case in the ordinary course of business and not prohibited under the International Loan Documents; (k) pledges or deposits of the Parent Guarantor or any cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries insurance in the ordinary course of business; provided, however the aggregate amount of such pledges or deposits of cash and Cash Equivalents shall not exceed $1,000,000; (il) Liens on cash collateral to secure securing Indebtedness permitted under Section 8.1(h); or (m) Liens securing performance bonds/letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries credit, bid bonds, advance payment bonds and similar obligations, and Guaranty Obligations in respect thereof, in each case entered into in the ordinary course of business consistent with past practices (including obligations under or relating to the extent such performance letters of credit, letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising and advance payment guarantees issued in connection with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust payments by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that customer in advance of when such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations payments are due in an aggregate principal amount not to exceed the remaining amount of payments by such customer that have not yet been earned) but not at any time securing more than the sum, at any date of determination, of (i) an amount, at such date, equal to the amount of obligations of the Parent or any of its Subsidiaries currently secured by such Liens as of the Execution Date, (ii) $1,000,0005,000,000, (iii) an amount, at such date, equal to 20% of any advance payments secured solely by the cash received in connection with such advance payment on such date, and (iv) if (A) no Default shall have occurred and be continuing or shall occur as a result thereof, (B) after incurrence of such Lien on a pro forma basis, the Parent shall be in compliance with Section 5.1 and the Consolidated Net Leverage Ratio for the most recently completed Test Period shall not be greater than 2.50:1:00 and (C) the Parent delivers to Administrative Agent of a certificate of an Responsible Officer (on behalf of the Parent) demonstrating the calculation of the Available Amount and compliance with the immediately preceding clauses (A) and (B), the Available Amount as of the applicable date of the incurrence of such Lien. Notwithstanding the foregoing, the Parent will not, and will not permit any of its Subsidiaries to, enter into, or suffer to exist, any Lien (except such Liens so specified in the International Security Documents) upon any Receivable or any bank accounts of the International Loan Parties in which Receivables are deposited, or any Equity Interests, in each case pledged pursuant to the International Security Documents.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (bi) Permitted Liens; (cii) Liens created under the Security Documents; (iii) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 8.3(b) so long as such Liens cover only additional preference stock (and all Capital Stock, instruments, certificates, rights or securities that may at any time or from time to time be issued or distributed to the Borrower in respect thereof) and related rights (other than any such collateral covered by the Security Documents) issued in respect of such additional Indebtedness and rights under the support agreement related thereto, together with all general intangibles, books and records, investment property, intercompany notes, proceeds and products thereofpertaining to the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing and any Lien created in accordance with the provisions of Section 8.3(e)(i)(C) (or the modificationequivalent provisions of any Permitted Facility), refunding, refinancing, replacement, extension or renewal in each case pursuant to documentation containing terms substantially corresponding to and consistent with the relevant provisions of the Indebtedness Security Documents or any other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods agreement entered into by the Parent Guarantor Borrower or any of its Subsidiaries in accordance with the ordinary course provisions of business Section 8.3(e)(i)(C) (or the equivalent provisions of any Permitted Facility), with the addition of intercreditor provisions; and (iv) any extension, renewal or refunding of any Lien permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off clause (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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating above on the same assets or property previously subject thereto; provided that no extension, renewal or refunding of any such Lien shall increase the principal amount of any Indebtedness secured thereby immediately prior to purchase orders and other agreements entered into with customers of the Parent Guarantor such extension, renewal or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent refunding, unless such letters of credit are Indebtedness is permitted by Section 7.2(l8.3(b); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including any Subsidiary) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed on Schedule 7.3(d), (provided that any Liens securing Indebtedness in excess of $25.0 million individually or $100.0 million in the aggregate shall only be permitted under this paragraph (ia) no to the extent such Lien is spread set forth on Schedule 6.02(a) to cover the 2008 Credit Agreement), and any additional property after the Closing Date and (ii) modifications, replacements, renewals or extensions thereof; provided, that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 Lien, and (B) proceeds and products thereof; (b) any Lien created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations in respect of Swap Agreements, any First Lien Notes (which are intended to be secured by Liens on the Collateral that are pari passu with Liens on the Collateral securing the Obligations) and the Overdraft Line secured pursuant to the Security Documents) or permitted in respect of any Mortgaged Property by the modification, refunding, refinancing, replacement, extension or renewal terms of the applicable Mortgage; provided that in the case of any such First Lien Notes, (A) the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Agent an Other First Lien Secured Party Consent (as defined in the Collateral Agreement), (B) the Borrower shall have complied with the other requirements of Section 7.23 of the Collateral Agreement with respect to such First Lien Notes, and (C) in the case of the Initial First Lien Notes, the Collateral Agent, the Administrative Agent and the representative for the holders of the Initial First Lien Notes shall have entered into the First Lien Intercreditor Agreement; (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or other obligations secured thereby as Permitted Refinancing Indebtedness permitted by Section 7.26.01(h); provided, that such Lien (i) does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder and require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) such Lien is not created in contemplation of or in connection with such acquisition; (fd) Liens arising out for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin compliance with the Federal Employers Liability Act or 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 the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits other Liens 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 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) 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 restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) Liens securing Indebtedness and Permitted Refinancing Indebtedness permitted by Section 6.01(i), 6.01(y) and 6.01(z) (in each case limited to the assets financed with such Indebtedness and any accessions thereto and the proceeds and products thereof and related property; provided that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender and incurred under Sections 6.01(i), (y) or (z)); (j) Liens arising out of capitalized lease 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 and 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 on or subsequent to the Closing Date and pursuant to Section 5.10 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 or sublessor under any leases or subleases entered into by the Borrower or any 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 and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary, including with respect to credit card chargebacks and similar obligations or (iii) relating to purchase orders and other agreements entered into with customers customers, suppliers or service providers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (io) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure banker’s liens, rights of set-off or similar rights; (p) Liens securing obligations in respect of trade-related letters of credit used for credit, bank guarantees or similar obligations permitted under Section 6.01(f) or (o) and covering the account property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the Loan Parties proceeds and products thereof; (q) leases or any of their respective Subsidiaries subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent not interfering in any material respect with past practices to the extent such letters business of credit are permitted by Section 7.2(l)the Borrower and its Subsidiaries, taken as a whole; (jr) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the extent constituting Liens, importation of goods; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of a Customer arising the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to property or assets of any real or personal property owned by such Customer or any other Person Subsidiary that is not a Group Member, Subsidiary Loan Party securing Indebtedness of a Subsidiary that is not a Subsidiary Loan Party permitted under Section 6.01; (u) other Liens with respect to property or assets of the Borrower or any Subsidiary; provided that (i) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) the Senior Secured Leverage Ratio on a Pro Forma Basis shall not be greater than 4.5 to 1.0, (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement, and (iv) if such Liens extend to all or any portion of the Collateral, such Liens shall be subordinated to the Liens granted under the Loan Documents on customary terms pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the possession ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements or control consignments entered into in connection with any transaction otherwise permitted under this Agreement; (x) Liens on Equity Interests in joint ventures securing obligations of a Group Membersuch joint ventures; (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 Permitted Receivables Financings that extend only to the receivables subject thereto; (aa) Liens on goods or inventory the purchase, held in trust shipment or storage price of which is financed by a Group Memberdocumentary letter of credit, held by a Group Member as a bailee bank guarantee or held by a Group Member pursuant to bankers’ acceptance issued or created for the account of the Borrower or any similar arrangement, Subsidiary in the ordinary course of business; provided that such Customer Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (bb) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums; (cc) Liens in favor of the Borrower or any Subsidiary Loan Party; provided, that if any such Lien shall not extend cover any Collateral, the holder of such Lien shall execute and deliver to any property of any Group Member; andthe Administrative Agent a subordination agreement in the form and substance reasonably satisfactory to the Administrative Agent; (kdd) Liens on not more than $100 million of deposits securing Swap Agreements that were not entered into for speculative purposes; (ee) other Liens with respect to property or assets of the Borrower or any Subsidiary securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not to exceed $1,000,000.750 million; provided that if such Liens extend to all or any portion of the Collateral, such Liens shall be subordinated to the Liens granted under the Loan Documents on customary terms pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent; (ff) any amounts held by a trustee in the funds and accounts under an indenture securing any revenue bonds issued for the benefit of the Borrower or any Subsidiary; (gg) with respect to any Vessel, Permitted Vessel Liens; (hh) Liens securing (x) First Lien Notes, provided that if the Liens on the Collateral securing such First Lien Notes are (or are intended to be) junior in priority to the Liens on the Collateral securing the Obligations, either (1) the obligations in respect of such First Lien Notes shall be designated “Future Second Lien Indebtedness” under the Second Lien Intercreditor Agreement or (2) such Liens shall be subordinated to the Liens securing the Obligations on customary terms pursuant to another intercreditor agreement reasonably satisfactory to the Administrative Agent and (y) Indebtedness permitted by Section 6.01(ee); provided that, unless such Liens secure First Lien Notes, either (1) the obligations in respect of such Indebtedness shall be designated “Future Second Lien Indebtedness” under the Second Lien Intercreditor Agreement or (2) such Liens shall be subordinated to the Liens securing the Obligations on customary terms pursuant to another intercreditor agreement reasonably satisfactory to the Administrative Agent; (ii) Liens on cash and Permitted Investments on deposit with Lenders and Affiliates of Lenders securing obligations owing to such Persons under any treasury, depository, overdraft or other cash management services agreements or arrangements with the Borrower or any of its Subsidiaries; (jj) Second Priority Liens on Collateral; provided that (i) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) the Borrower shall be in Pro Forma Compliance and (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and (kk) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien permitted by the foregoing clauses; provided, however, that (x) such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) of such Indebtedness or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder and (B) an amount necessary to pay any unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses related to such refinancing, refunding, extension, renewal or replacement, and (z) Indebtedness secured by Liens ranking junior to the Liens securing the Obligations may not be refinanced pursuant to this clause (kk) with Liens ranking pari passu to the Liens securing the Obligations Notwithstanding the foregoing, the Borrower and the Subsidiaries shall not be permitted to incur Liens securing Retained Notes Indebtedness pursuant to this Section 6.02 (other than Retained Notes Permitted Liens) if, after giving effect to the incurrence of such Liens (and assuming that clause (i) of the last sentence of Section 5.10(g) hereof and all other similar savings clauses in the Loan Documents were not applicable), the sum of (i) the aggregate principal amount of Revolving Facility Credit Exposure constituting Retained Notes Indebtedness that is secured at such time by Retained Notes Basket Liens (including

Liens. CreateNo Borrower will, nor will permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon or with respect to any property or assets of its property, any kind of such Borrower or any such Subsidiary whether now owned or hereafter acquired, exceptexcept that the foregoing shall not apply to: (a) Liens securing the Obligations that are incurred under the Loan Documentsany Standard Permitted Lien; (b) Permitted Liens in existence on the Closing Date that are listed in Schedule 6.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased (except as contemplated by Section 6.04(b)); (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such that are placed upon fixed or capital assets, acquired, constructed or improved by such Borrower or any Subsidiary, provided that (A) such Liens only secure Indebtedness permitted by Section 6.04(f)(ii), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (C) such Liens shall not apply to any other property or assets of such Borrower or any Subsidiary; or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens do Liens, provided that the principal amount of such Indebtedness is not at increased and such Indebtedness is not secured by any time encumber any property additional assets other than the property financed by such Indebtedness proceeds and (ii) the amount of Indebtedness secured thereby is not increasedreplacements; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dsecuring Indebtedness permitted pursuant to Sections 6.04(f)(i), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) vendor Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries granted in the ordinary course of business in connection with the customary terms for purchase of materials, supplies and equipment; (f) any Lien granted pursuant to the Loan Documents securing any of the Obligations or any obligations under any Hedge Agreement permitted by this Agreementpursuant to Section 6.04(h); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts existing on property at the time of the acquisition thereof by the Company or other brokerage accounts incurred any Subsidiary, provided that such Lien was not created in the ordinary course contemplation of business and not for speculative purposessuch acquisition; (h) Liens that are contractual with respect to any accounts and related 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating and assets subject to purchase orders and other agreements entered into with customers of the Parent Guarantor or pursuant to any of its Subsidiaries in the ordinary course of businessPermitted Securitization Transaction; (i) Liens on cash collateral securing Indebtedness of a Loan Party under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in the ordinary course of business consistent with past practices each case, reasonably acceptable to the extent such letters of credit are permitted by Section 7.2(l)Administrative Agent and the Company; (j) Liens securing Indebtedness of any Subsidiary owed to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Company or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group MemberLoan Party; and (k) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing Indebtedness or other obligations in an of the Company or any of its Subsidiaries, so long as at the time of and after giving effect to the incurrence of such obligations (i) the aggregate principal amount of all such obligations secured by Liens pursuant to this clause (k) does not at any time exceed an amount equal to 12.5% of Consolidated Total Tangible Assets and (ii) the aggregate principal amount of (x) all such obligations secured by Liens permitted pursuant to this clause (k) and (y) all Indebtedness permitted pursuant to Section 6.04(l), when taken together (without duplication in the case of Indebtedness secured by Liens permitted pursuant to this clause (k)), does not at any time exceed an amount equal to the greater of $1,000,000465,000,000 and 25% of Consolidated Total Tangible Assets.

Liens. CreateThe Borrower will not, nor will permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon or with respect to any property or assets of its property, any kind of the Borrower or any such Subsidiary whether now owned or hereafter acquired, exceptexcept that the foregoing shall not apply to: (a) Liens securing the Obligations that are incurred under the Loan Documentsany Standard Permitted Lien; (b) Permitted Liens in existence on the Restatement Effective Date that are listed in Schedule 6.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased (except as contemplated by Section 6.04(b)); (c) Liens securing (i) that are placed upon fixed or capital assets, acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such Liens only secure Indebtedness permitted by Section 6.04(f)(ii), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (C) such Liens shall not apply to any other property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed Subsidiary; or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens do Liens, provided that the principal amount of such Indebtedness is not at increased and such Indebtedness is not secured by any time encumber any property additional assets other than the property financed by such Indebtedness proceeds and (ii) the amount of Indebtedness secured thereby is not increasedreplacements; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dsecuring Indebtedness permitted pursuant to Sections 6.04(f)(i), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) vendor Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries granted in the ordinary course of business in connection with the customary terms for purchase of materials, supplies and equipment; (f) any Lien granted pursuant to the Loan Documents securing any of the Obligations or any obligations under any Hedge Agreement permitted by this Agreementpursuant to Section 6.04(h); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts existing on property at the time of the acquisition thereof by the Borrower or other brokerage accounts incurred any Subsidiary, provided that such Lien was not created in the ordinary course contemplation of business and not for speculative purposessuch acquisition; (h) Liens that are contractual with respect to any accounts and related 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating and assets subject to purchase orders and other agreements entered into with customers of the Parent Guarantor or pursuant to any of its Subsidiaries in the ordinary course of businessPermitted Securitization Transaction; (i) Liens on cash collateral securing Indebtedness of a Loan Party under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in the ordinary course of business consistent with past practices each case, reasonably acceptable to the extent such letters of credit are permitted by Section 7.2(l)Administrative Agent and the Borrower; (j) Liens securing Indebtedness of any Subsidiary owed to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group MemberLoan Party; and (k) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing Indebtedness or other obligations in an of the Borrower or any of its Subsidiaries, so long as at the time of and after giving effect to the incurrence of such obligations (i) the aggregate principal amount of all such obligations secured by Liens pursuant to this clause (k) does not at any time exceed an amount equal to 12.5% of Consolidated Total Tangible Assets and (ii) the aggregate principal amount of (x) all such obligations secured by Liens permitted pursuant to this clause (k) and (y) all Indebtedness permitted pursuant to Section 6.04(l), when taken together (without duplication in the case of Indebtedness secured by Liens permitted pursuant to this clause (k)), does not at any time exceed an amount equal to the greater of $1,000,000465,000,000 and 25% of Consolidated Total Tangible Assets.

Liens. (a) Create, incur, assume, or suffer permit to exist exist, directly or indirectly, any Lien upon on or with respect to any of its propertyAssets, of any kind, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents;or any income or profits therefrom, except Permitted Liens, or (b) Permitted Liens; enter into, assume, or permit to exist any agreement (c) Liens securing Indebtedness of the Borrower or any other Subsidiary than Debt permitted to be incurred pursuant to under Section 7.2(f6.1(b)) to finance refrain from granting Liens over the acquisition Collateral to or for the benefit of fixed or capital assets; provided that Agent, except, (i) such liens shall be created substantially simultaneously with imposed by applicable law or by this Agreement and the acquisition other Loan Documents and under other agreements governing Debt of such fixed or capital assetsthe Covenant Parties, (ii) such Liens do any agreement that does not at restrict in any time encumber any property other than the property financed by such Indebtedness and manner (ii) the amount of Indebtedness secured thereby is not increased; (ddirectly or indirectly) Liens existing created pursuant to the Loan Documents on any Collateral and does not require the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension direct or renewal indirect granting of any Lien permitted securing any Debt or other obligation by clauses virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Loans or any Swap Arrangement or (ciii) Contractual Obligations which (A) are customary provisions in joint venture agreements and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject other similar agreements applicable to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness joint ventures permitted under Section 7.2 and proceeds and products thereof6.3 (in each case, including the Joint Venture Agreements to which a Loan Party is a party), (B) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate solely to the modificationassets subject thereto, refunding(C) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Covenant Party, refinancing, replacement, extension or renewal (D) are customary provisions restricting assignment of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods any agreement entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iiiE) relating to purchase orders and other agreements entered into with customers are customary provisions restricting the creation of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect assets subject to any real asset sale permitted under Section 6.6 or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0006.7.

Liens. CreateSuch Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the Loan DocumentsObligations; (b) Permitted Liensany Lien on any property or asset of Borrower or any of its Subsidiaries existing on the date hereof and set forth in Part II of Schedule 7.13(b) of the Disclosure Letter; provided that (i) no such Lien shall extend to any other property or asset of Borrower or any of its Subsidiaries and (ii) any 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) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted in reliance on Section 7.2(f) to finance the acquisition of fixed or capital assets; 9.01(j), provided that (i) the Indebtedness secured by such liens shall be created substantially simultaneously with Liens was incurred prior to, and not in contemplation of, such Permitted Acquisition and that such Liens extend solely to the acquisition of assets acquired in such fixed or capital assets, Permitted Acquisition; and (ii) Liens on property acquired in and existing at the time of a Permitted Acquisition, provided that such Liens do not at attach to any time encumber other property of any property other than Obligor or Subsidiary; and provided further that such Liens are of the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedtype otherwise permitted under this Section 9.02; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dsecuring Indebtedness permitted under Section 9.01(h), ; provided that (i) no such Lien is spread Liens are restricted solely to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by collateral described in Section 7.29.01(h); (e) the modification, replacement, extension or renewal of any Lien permitted Liens imposed by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries law which were incurred in the ordinary course of business permitted by this Agreement; business, including (gbut not limited to) Liens encumbering reasonable customary initial deposits carriers’, warehousemen’s and margin deposits mechanics’ liens and other similar Liens attaching to commodity trading accounts or other brokerage accounts incurred liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for speculative purposeswhich adequate reserves have been made if required in accordance with GAAP; (hf) 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 pledges or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (g) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (h) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially detract from the value of the Parent Guarantor property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; (i) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any of its Subsidiaries similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (iiiA), (B) relating to purchase orders and other agreements entered into with customers (C), are not material, and which do not in any case materially detract from the value of the Parent Guarantor property subject thereto or interfere with the ordinary conduct of the business of any of its Subsidiaries the Obligors; (j) Bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount The agreement by Borrower not to exceed $1,000,000encumber the Excluded Intellectual Property pursuant to that certain in Section 8.5.1 of that certain Amended and Restated Clinical Development and License Agreement, dated November 2, 2016, among CDC V, LLC, Borrower, Arius, Arius Two and NB Athyrium LLC. provided that no Lien otherwise permitted under any of the foregoing Sections 9.02(b) through (j) shall apply to any Material Intellectual Property.

Liens. Create, incur, assume, assume or suffer to exist any Lien of any nature upon or with respect to any of its propertytheir respective Properties, whether now owned or hereafter acquired, except: (a) Liens securing existing on the Obligations Execution Date and disclosed in Schedule 1 hereto and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are incurred under not increased (except as expressly contemplated by the Loan Documentscontracts or other instruments governing such Liens, as in effect on the Execution Date); (b) Permitted LiensLiens in favor of the Security Trustee pursuant to the Security Documents; (c) Liens securing Indebtedness of the Borrower Permitted Guarantor Encumbrances or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedPermitted Liens; (d) Liens existing on personal property acquired by the Closing Date and listed on Schedule 7.3(d), provided Guarantor or any of its Restricted Subsidiaries that (i) no such Lien is spread to cover any additional property after were in existence at the Closing Date and (ii) such Lien shall secure only those obligations that it secures on time of the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements acquisition of such obligations permitted by Section 7.2Property and were not created in contemplation of such acquisition; (e) Liens on real property acquired by the modification, replacement, extension Guarantor or renewal any of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or its Restricted Subsidiaries for use in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal business of the Indebtedness Guarantor or other obligations secured thereby as permitted by Section 7.2such Restricted Subsidiary; (f) Liens arising out on Property or Equity Interests of conditional salea Person at the time such Person, title retentionas permitted by this Annex F, consignment becomes a Restricted Subsidiary or similar arrangements for sale of goods entered is merged or consolidated with or into by the Parent Guarantor or any of its Restricted Subsidiaries; provided, however, that such Liens were in existence at the time such Person became a Restricted Subsidiary or merged or consolidated with or into the Guarantor or any of its Restricted Subsidiaries and were not created in contemplation of such event; provided further, however, that any such Lien may not extend to any other property owned by the ordinary course of business permitted by this AgreementGuarantor or any other Restricted Subsidiary thereof; (g) Liens encumbering reasonable customary initial deposits securing Indebtedness permitted by Clause C.10(d) hereof; provided, that (i) any such Lien shall attach only to the Property, insurance or services purchased or otherwise leased, constructed, installed, improved, designed, repaired or maintained, and margin deposits any insurance, licenses, permits, authorizations and similar Liens attaching to commodity trading accounts construction or other brokerage accounts incurred in launch contracts relating thereto, and (ii) any such Lien shall be created concurrently with or within twelve (12) months following the ordinary course acquisition of business and not for speculative purposessuch Property, insurance or services; (h) 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 securing obligations of the Parent Guarantor or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or under any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessSecured Hedging Agreement; (i) Liens securing Permitted Additional Indebtedness (and any related banking services or cash management obligations); provided that the Senior Secured Leverage Ratio (calculated on cash collateral a Pro Forma Basis after giving effect to secure letters the incurrence of credit used for such Indebtedness (assuming the account borrowing of the Loan Parties or any maximum credit thereunder) and the application of their respective Subsidiaries in the ordinary course of business consistent with past practices proceeds therefrom) shall be no greater than 3.25 to the extent such letters of credit are permitted by Section 7.2(l)1.00; (j) to the extent constituting Liens, Liens securing Indebtedness permitted under Clause C.10(k); (k) Liens encumbering (i) ECA Assets securing Permitted ECA Financings and (ii) assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group MemberForeign Restricted Subsidiaries securing Indebtedness permitted under Clause C.10(m)(ii); and (kl) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $1,000,00050,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available.

Liens. CreateEach Obligor will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or (except in connection with a transaction permitted by Section 7.03(d)) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing created pursuant to the Obligations that are incurred under the Loan Security Documents; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness any Lien on any property or asset of any of the Borrower Obligors or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens their Subsidiaries existing on the Closing Amendment Effective Date and listed on that is set forth in Part B of Schedule 7.3(d), 2 of the Disclosure Schedules Statement; provided that (i) no such Lien is spread shall extend to cover any additional other property after the Closing Date or asset of such Obligor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Amendment Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) any interest or title of a lessor under any lease or sublease entered into by any Obligor or any Subsidiary in the ordinary course of its business and covering only the assets so leased, and any financing statement filed in connection with any such obligations permitted by Section 7.2lease; (e) the modification, replacement, extension Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Obligor or renewal any of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or its Subsidiaries in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as connection with an Investment permitted by Section 7.27.05; (f) Liens arising out of conditional saleon cash or cash equivalents used to defease or to satisfy and discharge Indebtedness, title retention, consignment provided that such defeasance or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementsatisfaction and discharge is not otherwise prohibited hereunder; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (hi) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (iiB) relating to pooled deposit or sweep accounts of the Parent Guarantor Obligors or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Obligors and the Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Obligors or any Subsidiary in the ordinary course of its Subsidiaries business and (ii) other Liens securing cash management obligations (that do not constitute Indebtedness) in the ordinary course of business; (h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (i) purchase money Liens on cash collateral to secure letters of credit used for granted by the account of the Loan Parties Obligors or any of their respective Subsidiaries (including the interest of a lessor under purchase money Liens to which any property is subject at the time, on or after the Amendment Effective Date, of the Obligors’ or their Subsidiaries’ acquisition thereof) securing Indebtedness permitted under Section 7.01(l) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness; (j) other Liens with respect to obligations that do not exceed $5,000,000 at any one time outstanding; (k) Liens securing Indebtedness permitted by Section 7.01(m); provided that the Collateral Agent (for the benefit of the secured parties under the Security Documents) shall have at least an equal and ratable security interest in the property subject to such Liens pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (l) Liens on any property or asset of any Subject Target Entity securing Indebtedness permitted under Section 7.01(p); provided that such Lien shall not apply to any other property or asset of any Obligor or any of its Subsidiaries; and (m) Liens granted in the ordinary course of business consistent with past practices to by any Subsidiary (other than an Obligor) of any Obligor that is the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens general partner of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens Fund Entity securing Indebtedness of such Fund Entity on the right of such Subsidiary to issue or other obligations make capital calls in an aggregate principal amount not to exceed $1,000,000its capacity as the general partner of such Fund Entity.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including the Borrower or any Subsidiary of the Borrower) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed (or created following the Closing Date pursuant to agreements in existence on Schedule 7.3(d), the Closing Date requiring the creation of such Liens) (provided that any Liens securing Indebtedness in excess of $1,000,000 individually and $5,000,000 in the aggregate shall only be permitted under this clause (ia) no to the extent such Lien is spread set forth on Schedule 6.02(a) to cover the Original Credit Agreement), and any additional property after the Closing Date and (ii) modifications, replacements, renewals or extensions thereof; provided that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations Permitted Refinancing Indebtedness in respect thereof permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 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 Swap Agreements and Secured Cash Management Agreements) or permitted in respect of any Mortgaged Property by the modification, refunding, refinancing, replacement, extension or renewal terms of the applicable Mortgage; (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h) or acquired after the Closing Date in a transaction permitted by this Agreement; provided that (i) such Lien (A) does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness or other obligations owing to the same financier as the financier of such Indebtedness or other obligations or to any person to which such financier has assigned such Indebtedness or other obligations, at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness incurred prior to such date and which Indebtedness is permitted hereunder, such Indebtedness owing to the same financier as the financier of such Indebtedness at the date of the acquisition, that require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the Term B Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement and (iii) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term B Loans, (x) such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement and (y) any Indebtedness for borrowed money in the form of newly incurred term loans secured thereby as permitted by such Liens shall be subject to the last paragraph of this Section 7.26.02; (fd) Liens arising out for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, such as 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by Holdings, the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin compliance with the Federal Employers Liability Act or 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 Holdings, the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and similar Liens attaching appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with public utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to commodity trading accounts support the issuance thereof) incurred by Holdings, the Borrower or other brokerage accounts incurred any Subsidiary in the ordinary course of business business, including those incurred to secure health, safety, insurance and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar environmental obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ih) Liens on cash collateral to secure letters of credit used for the account zoning restrictions, building codes and laws, survey exceptions (or exceptions that an inspection of the Loan Parties Real Property would disclose), easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or any with respect to the use of their respective Subsidiaries Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business consistent and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with past practices to the extent such letters ordinary conduct of credit are the business of the Borrower or any Subsidiary, and any other matters of record approved by or recorded at the direction of the Administrative Agent; (i) Liens securing Indebtedness permitted by Section 7.2(l6.01(i); provided that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction, 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 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 Sale and Lease-Back Transactions permitted under Section 6.03, so long as such Liens attach only to the extent constituting Liens, Liens of a Customer arising with respect to property sold and being leased in such transaction and any real accessions thereto or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; andproceeds thereof and related property; (k) other Liens securing Indebtedness judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens on non-Collateral assets, so long as such Liens secure obligations permitted under Section 6.01; (m) Liens disclosed by the title insurance policies delivered on or other obligations in an aggregate principal amount not subsequent to exceed $1,000,000.the Closing Date and pursuant to the Collateral and Guarantee Requirement, Section 5.11

Liens. CreateNot, incurand not permit any other Loan Party or any Subsidiary of any Loan Party to, assume, create or suffer permit to exist any Lien upon on any of its propertyreal or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: (a) inchoate Liens securing for taxes or other governmental charges not at the Obligations that are incurred under the Loan Documentstime delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP; (b) Permitted LiensLiens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety and appeal bonds, statutory obligations, bids, performance bonds, trade contracts and similar obligations); (c) Liens securing Indebtedness described on Schedule 10.2 as of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedClosing Date; (d) Liens existing on subject to the Closing Date limitations set forth in Section 10.1(a)(ii) and listed on Schedule 7.3(d10.1(a)(viii), Liens: (i) arising in connection with Capital Leases (and attaching only to the property being leased, provided that (i) no if any Capital Leases are provided by the same lender, the Liens attaching to such Lien is spread to cover any additional property after can be cross-collateralized with other property the Closing Date and subject of a Capital Lease provided by such lender); (ii) existing on property at the time of the acquisition thereof or at the time of the acquisition or merger of a Person owning such property by or with any Loan Party (and not created in contemplation of such acquisition or merger); (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving such property, provided that any such Lien attaches to such property within 90 days of the acquisition, construction or improvement thereof and attaches solely to the property so acquired, constructed or improved; and (iv) on real property securing Debt; provided that the principal amount of such Debt shall secure only those obligations that it secures on not exceed 80% of the appraised value of such real property as of the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of on which such obligations permitted by Section 7.2Liens are granted; (e) attachments, appeal bonds, judgments and other similar Liens arising in connection with court proceedings, provided the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness execution or other obligations enforcement of such Liens is effectively stayed and the claims secured thereby as permitted are being actively contested in good faith and by Section 7.2appropriate proceedings; (f) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens arising out not interfering in any material respect with the ordinary conduct of conditional sale, title retention, consignment or similar arrangements for sale the business of goods entered into by the Parent Guarantor any Loan Party or any Subsidiary of its Subsidiaries in the ordinary course of business permitted by this Agreementany Loan Party; (g) Liens encumbering reasonable customary initial deposits arising under this Agreement and margin deposits and similar Liens attaching to commodity trading accounts or the other brokerage accounts incurred in the ordinary course of business and not for speculative purposesLoan Documents; (h) Liens that are contractual rights deposits to secure the performance of set-off bids, tenders, trade contracts and leases (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtednessother than Debt), (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or statutory obligations, surety and appeal bonds, performance bonds and other similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral arising solely as a result of statutory or common law rights of setoff or similar rights and remedies as to secure letters of credit used for the account of the Loan Parties deposit accounts or any of their respective Subsidiaries in the ordinary course of business consistent other funds maintained with past practices to the extent such letters of credit are permitted by Section 7.2(l)depository institutions; (j) to the extent constituting Liens, Liens of a Customer securing or arising in connection with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; andExcluded Kinsale Insurance Debt; (k) the replacement, extension or renewal of any Lien permitted by clause (c) or (d) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof (other than with respect to unpaid accrued interest and premiums (including tender premiums) thereon, any committed or undrawn amounts, defeasance costs, underwriting discounts, fees, commissions and expenses associated with such Debt); (l) Liens securing Indebtedness granted in connection with the Debt permitted pursuant to Section 10.1(a)(iii), and 10.1(a)(xii); provided that, at the time of the creation or other obligations incurrence of any such Lien, no Default or Event of Default shall exist or would otherwise result from such creation or incurrence; and/or (m) precautionary UCC financing statements filed in an aggregate principal amount not to exceed $1,000,000connection with any Operating Lease or consignment of goods.

Liens. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents[Reserved]; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other Subsidiary incurred pursuant than deposits intended as cash collateral) in the ordinary course of business; (d) judgment and attachment liens (and surety bonds related thereto) not giving rise to Section 7.2(fan Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings with respect to which adequate reserves are being maintained in accordance with GAAP; (e) to finance Liens on any property or asset of the acquisition Loans Parties or any of their Subsidiaries existing on the date hereof and set forth on Schedule 7.2; (f) purchase money Liens upon or in any fixed or capital assetsassets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such liens shall be created substantially simultaneously with Lien secures Indebtedness permitted by Section 7.1(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash revenues generated by, or derived from, such asset and other than proceeds of such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets, ; (iig) such Liens do not at any time encumber on any property or asset of the Loans Parties or any of their Subsidiaries (other than Unencumbered Properties, the property financed equity interests held directly or indirectly by the REIT Guarantor in any Property Party or the equity interests held directly or indirectly by the Borrower in any Property Party) securing Indebtedness permitted pursuant to Section 7.1(c), Section 7.1(d) or Section 7.1(h) and, with respect to any such Indebtedness, Hedging Obligations entered into in connection with such Indebtedness and (ii) secured by the amount of Indebtedness secured thereby is not increasedsame collateral as such Indebtedness; (dh) Liens existing on arising by virtue of deposits made in the Closing Date and listed on Schedule 7.3(d), provided that ordinary course of business to secure liability for premiums to insurance carriers; and (i) no such Lien is spread deposits to cover any additional property after secure the Closing Date performance of bids, trade contracts, leases and licenses, statutory obligations, surety bonds (ii) such Lien shall secure only those other than bonds related to judgments or litigations), performance bonds and other obligations that it secures on of a like nature incurred in the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements ordinary course of such obligations permitted by Section 7.2business; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fj) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods not prohibited by this Agreement and entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent REIT Guarantor or any of its Subsidiaries in the ordinary course of business; (ik) Liens on cash collateral and Permitted Investments deposited to secure letters of credit used for discharge, redeem or defease Indebtedness that was permitted to so be repaid; (l) (i) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the account of the Loan Parties REIT Guarantor or any of their respective its Subsidiaries and (ii) restrictions on transfers of assets that are subject to sale or transfer pursuant to purchase and sale arrangements, in each case under this clause (l) in connection with any letter of intent or purchase agreement in respect of an Acquisition, Investment or Disposition permitted by this Agreement; (m) licenses and sub-licenses of intellectual property in the ordinary course of business consistent with past practices business; (n) Liens on or in any fixed or capital assets to secure the extent purchase price or the cost of construction or improvement of such letters fixed or capital assets or to secure Indebtedness incurred solely for the purpose of credit are financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such Lien secures Indebtedness permitted by Section 7.2(l7.1(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash reserves generated by, or derived from, such asset and other than cash used to fund such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets; (o) in the case of any non-Wholly Owned Subsidiary, any put and call arrangements or restrictions on Disposition related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement. (p) Liens on insurance policies and proceeds and premiums thereof or related thereto, securing Indebtedness permitted under Section 7.1(m); (jq) extensions, renewals, or replacements of any Lien referred to in subsections (e), (f) and (g) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased (other than in an amount not to exceed unpaid interest, fees and premiums, and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberassets originally encumbered thereby; and (kr) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0005,000,000 in the aggregate at any time outstanding.

Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing Prior to the Obligations occurrence of a Release Event, the Issuers and the other Covenant Parties shall not, directly or indirectly, create, incur or assume any Lien (except Permitted Liens) on the Collateral or any Principal Property that are incurred under the Loan Documents;secures Indebtedness. (b) Following the occurrence of a Release Event, the Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien (except Permitted Post-Release Liens;) on any of their or any Restricted Subsidiary’s Principal Property or upon any shares of stock of any of our Restricted Subsidiaries that directly owns any Principal Property (whether such Principal Property or shares are now existing or owed or hereafter created or acquired) that secures indebtedness for borrowed money, unless the Notes are equally and ratably secured with (or, at an Issuer’s option, on a senior basis to) the indebtedness so secured. (c) Liens Notwithstanding Section 4.12(b), following the occurrence of a Release Event, the Issuers and their Restricted Subsidiaries may, without equally and ratably securing Indebtedness the Notes, create, incur or assume any Lien which would otherwise be prohibited by Section 4.12(b) if, after giving effect thereto and at the time of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsdetermination, (ii) such Liens do Aggregate Debt does not exceed at any one time encumber any property other than outstanding the property financed by such Indebtedness greater of (x) $2,750.0 million and (iiy) the amount 15% of Indebtedness secured thereby is not increased;Consolidated Net Tangible Assets. (d) Liens existing on Any Lien created for the Closing Date and listed on Schedule 7.3(d), provided benefit of the Holders of any series of Notes pursuant to Section 4.12(b) shall provide by its terms that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements Notes of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000series.

Liens. Create, incur, assume, Neither the Borrower nor any Restricted Subsidiary will create or suffer permit to exist any Lien upon on any of its property, whether property now owned or hereafter acquiredacquired by it, or assign or sell accounts receivable or rights in respect thereof, except: (ai) Liens securing the Obligations that are incurred under the Loan DocumentsTransaction Liens; (bii) Permitted Liens; (ciii) Liens securing Indebtedness Second Lien Senior Secured Debt permitted by Section 6.01(iii); (iv) any Lien on any property of the Borrower or any Restricted Subsidiary existing on the Restatement Effective Date and listed in Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case other Subsidiary incurred pursuant than the initial property so subject to Section 7.2(fsuch Lien and the Debt and other obligations originally so secured, and any modifications, replacements, renewals, extensions or refinancings thereof permitted hereunder; (v) to finance Liens on assets acquired, constructed or improved by the acquisition of fixed Borrower or capital assetsany Restricted Subsidiary; provided that (iA) the Debt secured by such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsLiens is permitted by Section 6.01(viii), and (iiB) such Liens do will not at apply to any time encumber other property of the Borrower or any property other than the property financed by such Indebtedness Restricted Subsidiary, and (ii) the amount of Indebtedness secured thereby is not increasedany extension, renewal or replacements thereof; (dvi) Liens existing on the Closing Date accounts receivable and listed on Schedule 7.3(d), provided that (i) no such Lien is spread related property pursuant to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2Permitted Receivables Financing; (evii) the modification, replacement, extension or renewal of any Lien permitted granted in favor of the Swingline Lender or any Issuing Bank pursuant to arrangements designed to eliminate such Swingline Lender’s or Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in Swingline Loans or Letters of Credit, respectively, as contemplated by clauses Section 2.20; (cviii) and (d) above and clauses (f) and (g) Liens in favor of this Section 7.3 upon a banking institution arising by operation of law or any contract, including in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness support of guarantees permitted under Section 7.2 and proceeds and products thereof6.01(xiii), encumbering deposits (including the right of set-off) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted held by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts such banking institutions incurred in the ordinary course of business and not for speculative purposes;which are within the general parameters customary in the banking industry; or (hix) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by the foregoing clauses of this Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens 6.02 securing Indebtedness or other obligations in an aggregate principal amount outstanding or, if less in each case, on assets with an aggregate fair market value (determined immediately prior to the incurrence of such Lien), that together do not to exceed the greater of $1,000,00035,000,000 and 3.0% of Consolidated Net Tangible Assets determined at such date.

Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, whether now owned assets or hereafter acquiredrevenues, except:other than the following (collectively, the “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the pursuant to any Loan DocumentsDocument; (b) Customary Permitted Liens; (c) Liens securing Indebtedness of existing on the Borrower date hereof and listed on Schedule 7.01 and any renewals, extensions, refunding or replacements thereof, provided that (i) no additional property is covered thereby and (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(d); (d) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any other Restricted Subsidiary incurred pursuant or on any property or asset of a Person prior to Section 7.2(f) to finance the acquisition of fixed or capital assetssuch Person becoming a Restricted Subsidiary; provided that (i) such liens shall be Lien is not created substantially simultaneously in contemplation of or in connection with the such acquisition of or such fixed or capital assetsPerson becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings or any Restricted Subsidiary (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person or such Person’s Subsidiaries), and (iii) the obligations secured by any such Lien, when combined with any Indebtedness secured by Liens under Section 7.01(j), do not exceed $50,000,000; (e) Liens on Collateral securing obligations in respect of Refinancing Loans, Refinancing Notes and Extended Loans; provided that all such Liens to the extent not addressed in the Intercreditor Agreement, are subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent; (f) Liens securing judgments, decrees or attachments for the payment of money not constituting an Event of Default under Section 8.01(h); (g) Liens securing Indebtedness permitted under Section 7.02(i); provided that such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date any replacements, additions and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof accessions thereto and any modifications, refundings, refinancings, extensions, renewals income or profits thereof and replacements of such obligations permitted customary security deposits related thereto; provided further that individual financings provided by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject a lender may be cross collateralized to such Lien (other than after acquired property that is affixed or incorporated into the property covered financings provided by such Lien lender or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesaffiliates; (h) Liens that are contractual rights on assets of seta Non-off (i) relating to the establishment Loan Party securing Indebtedness or other obligations of depository relations with banks not given in connection with the issuance of Indebtednesssuch Non-Loan Party otherwise permitted under Sections 7.02(f), (iig) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating h); provided that no such Lien shall be granted on, or attach to, any asset that is or is required to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;be Collateral; and (i) Liens on cash collateral securing Indebtedness incurred pursuant to secure letters Section 7.02(b) and other obligations in respect of credit used for bank products (including Cash Management Agreements) and Swap Contracts secured under the account ABL Documents, which Liens in the case of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices are subject to the extent such letters of credit are permitted by Section 7.2(l)Intercreditor Agreement or an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $1,000,00050,000,000; (k) Liens on inventory of Restricted Subsidiaries that are Foreign Subsidiaries securing Indebtedness permitted under Section 7.02(u); (l) Liens securing obligations in respect of Indebtedness permitted by Section 7.02(w); and (m) Liens on inventory and related assets securing obligations in respect of Indebtedness permitted by Section 7.02(z).

Liens. Create(a) The Issuer shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Issuer or any Restricted Guarantor, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are equally and ratably secured. (b) Section 4.12(a) hereof shall not apply to (i) Liens securing the Notes (including PIK Notes) and the related Guarantees or the Exchange Notes (including PIK Notes issued in respect thereof) and related guarantees, (ii) Liens securing Obligations under any Indebtedness and related guarantees under Credit Facilities, including any letter of credit facility relating thereto, that are was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (iii) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (iii), at the Loan Documents; (b) Permitted Liens;time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 6.75 to 1.0. (c) Liens securing Indebtedness Any Lien created for the benefit of the Borrower or any other Subsidiary incurred Holders of the Notes pursuant to this Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens 4.12 shall be created substantially simultaneously with deemed automatically and unconditionally released and discharged upon the acquisition release and discharge of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof4.12(a) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000hereof.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) Liens on Equity Interests in any SBIC Subsidiary created in favor of the modification, replacement, extension or renewal of SBA and Liens on Equity Interests in any Lien permitted by clauses Structured Subsidiary described in clause (c) and (d) above and clauses (f) and (ga) of this Section 7.3 upon or the definition thereof in the same assets theretofore subject favor of and required by any lender providing third-party financing to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Structured Subsidiary; (f) Liens arising out on assets owned by (i) Immaterial Subsidiaries created in favor of conditional sale, title retention, consignment an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iii) and (ii) any other Subsidiary (other than (1) an Obligor or similar arrangements for sale (2) a Financing Subsidiary) created in favor of goods entered into by an Obligor to the Parent Guarantor or any of its Subsidiaries in the ordinary course of business extent solely securing Indebtedness permitted by this Agreement;under Section 6.01(j)(iv); and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other additional Liens securing Indebtedness or other obligations in an aggregate principal amount not for borrowed money not to exceed $1,000,0005,000,000 in the aggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(k).

Liens. CreateNo Sotheby Entity shall create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to its Accounts or any of its property, other properties or assets (whether now owned or hereafter acquired, except) except for: (a) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (b) Permitted LiensLiens created pursuant to the York Avenue Loan Documents; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with in existence on the acquisition of such fixed or capital assetsdate hereof, (ii) if such Liens do not at any time encumber any property other than the property financed or assets are owned by such Indebtedness a Credit Party, summarized on Disclosure Schedule (6.7) and (iiiii) securing the Indebtedness described on Disclosure Schedule (6.3) and refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided, that the principal amount of the Indebtedness so secured thereby is not increasedincreased and the Lien does not attach to any other property; (d) Liens existing securing payment of obligations described in Section 6.3(a)(iv); provided, that such Liens shall not attach to any property other than cash on deposit with, or under the Closing Date and listed on Schedule 7.3(d)control of, provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements holder of such obligations permitted by Section 7.2Indebtedness; (e) Liens created after the modification, replacement, extension date hereof by conditional sale or renewal of any Lien permitted by clauses other title retention agreements (cincluding Capital Leases) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Sotheby Entity in the same ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than a Dollar Equivalent of $3,000,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets theretofore subject to such Lien purchase money debt and such Indebtedness is incurred within forty-five (other than after acquired property that is affixed or incorporated into the property covered by 45) days following such Lien or financed by Indebtedness permitted under Section 7.2 purchase and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal does not exceed 100% of the Indebtedness or other obligations secured thereby as permitted by Section 7.2purchase price of the subject assets); (f) Liens arising out of conditional salesecuring Indebtedness permitted pursuant to Section 6.3(a)(ix); provided, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementthat such obligations are secured solely with cash and Cash Equivalent Investments; (g) Liens encumbering reasonable customary initial deposits licenses and margin deposits and similar Liens attaching sublicenses permitted pursuant to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesSection 6.8(g); (h) Liens that are contractual rights of set-off not otherwise permitted above on (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, cash and Cash Equivalents or (ii) relating to pooled deposit or sweep accounts assets not constituting Collateral, in each case, so long as the aggregate amount of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;secured by such Liens does not exceed $20,000,000; and (i) Liens on cash collateral any Specified U.K. Real Estate securing Indebtedness permitted pursuant to secure letters clause (ii)(B) of credit used for the account Section 6.3(a); provided that, except as set forth in clause (i) of the Loan Parties this Section 6.7, no Foreign Credit Party shall create, incur, assume or permit to exist any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising Lien on or with respect to its Real Estate other than Permitted Encumbrances described in clauses (a), (g) or (h) of the definition thereof. In addition, no Credit Party shall become a party to any real agreement, note, indenture or personal property owned by such Customer instrument, or take any other Person action after the Closing Date that is not a Group Member, that is in would prohibit the possession or control creation of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to Lien on any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness its properties or other obligations assets in an aggregate principal amount not favor of the Collateral Agent, on behalf of itself and the other Secured Parties, as additional collateral for the applicable Secured Obligations, except (x) agreements entered into in connection with any Permitted U.K. Real Estate Financing that prohibit Liens upon any Specified U.K. Real Estate subject to exceed $1,000,000such Permitted U.K. Real Estate Financing and (y) operating leases, Capital Leases, Licenses or agreements relating to purchase money Indebtedness which prohibit Liens upon the assets that are subject thereto.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets (including the Purchased Vessel), whether now owned or hereafter acquired, except: (a) Liens securing on the Obligations that are incurred Purchased Vessel under the Loan DocumentsMortgage; (b) Permitted LiensLiens on the Other Vessel named “Brilliance of the Seas” existing as of the date hereof and securing the Existing Debt (and any Lien on such Other Vessel securing any refinancing of the Existing Debt, so long as such Other Vessel was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing); (c) Liens securing Indebtedness on assets (including shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the date of this Agreement) acquired after the date hereof (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (i) an Existing Principal Subsidiary incurred pursuant to Section 7.2(for (ii) to finance any other Principal Subsidiary which, at any time, after three (3) months after the acquisition of fixed a Vessel, owns such Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or capital incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets; provided that , so long as (iA) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (iiB) each such Lien is created within three (3) months after the amount acquisition of Indebtedness secured thereby is not increasedthe relevant assets; (d) in addition to other Liens existing on permitted under this Clause 9.3 (Liens), Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under paragraph (d) of Clause 9.2 (Indebtedness), at any one time outstanding and not exceeding the Closing Date greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (i) three point five per cent. (3.5%) of the total assets of the Borrower and listed on Schedule 7.3(dits Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter or (ii) four hundred and fifty million Dollars ($450,000,000), provided that that, with respect to each such item of Indebtedness, the fair market value of the assets subject to Liens securing such Indebtedness (idetermined at the time of the creation of any such Lien) no shall not exceed two (2) times the aggregate principal amount of such Lien is spread to cover Indebtedness (and for purposes of this paragraph (d), the fair market value of any additional property after assets shall be determined (A) in the Closing Date case of any Vessel, by an Approved Appraiser selected by the Borrower and (iiB) such Lien shall secure only those obligations that it secures on in the date hereof and case of any modificationsother assets, refundings, refinancings, extensions, renewals and replacements by an officer of such obligations permitted the Borrower or by Section 7.2the board of directors of the Borrower); (e) Liens on assets acquired after the modification, replacement, extension date hereof by the Borrower or renewal any of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien its Subsidiaries (other than after assets (i) acquired property by any Subsidiary that is affixed an Existing Principal Subsidiary or incorporated into (ii) acquired by any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien) so long as (A) the property covered acquisition of such assets is not otherwise prohibited by the terms of this Agreement and (B) each of such Lien Liens existed on such assets before the time of its acquisition and was not created by the Borrower or financed by Indebtedness permitted under Section 7.2 and proceeds and products any of its Subsidiaries in anticipation thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out on any asset of conditional sale, title retention, consignment 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 date hereof so long as (i) the acquisition or similar arrangements for sale creation of goods entered into such corporation by the Parent Guarantor Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens are in existence at the time such corporation becomes a Subsidiary of the Borrower and were not created by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar securing Government-related Obligations; (h) Liens attaching to commodity trading accounts for taxes, assessments or other brokerage accounts governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings; (i) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business and for sums not for speculative purposesoverdue or being diligently contested in good faith by appropriate proceedings; (hj) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; (k) Liens for current crew’s wages and salvage; (l) Liens arising by operation of law as the result of the Parent Guarantor furnishing of necessaries for the Purchased Vessel or any Other Vessel so long as the same are discharged in the ordinary course of its Subsidiaries business or are being diligently contested in good faith by appropriate proceedings; (m) Liens on the Purchased Vessel and/or any Other Vessel that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of or incidental to trading the Purchased Vessel and/or such Other Vessels (as applicable) in connection with repairs or other work to the Purchased Vessel and/or such Other Vessels (as applicable); or (iii) were incurred in connection with work to the Purchased Vessel and/or such Other Vessels (as applicable) that is required to be performed pursuant to applicable law, rule, regulation or order, provided that, in each case described in this paragraph (m), such Liens are either (A) discharged in the ordinary course of business or (B) being diligently contested in good faith by appropriate proceedings; (n) normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; (o) Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business;; and (ip) Liens on cash collateral to secure or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Clause 9.2(f) or securing letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent that support such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000obligations.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness in an aggregate principal amount in excess of $1,000,000, set forth on Schedule 6.02(a), and (ii) any modifications, replacements, renewals or extensions thereof; provided, that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 Lien, and (B) proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fb) 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) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) [Reserved]; (d) Liens arising out for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’, 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin compliance with the Federal Employers Liability Act or 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 the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits 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) 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 restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) subject to the last paragraph of this Section 6.02, Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof and customary security deposits; provided, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates); (j) Liens arising out of capitalized lease 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 and additions thereto or proceeds and 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 with respect to the Mortgaged Property set forth on Schedule 1.01(B) as of the Closing Date or subsequent to the Closing Date pursuant to Section 5.10 or Schedule 5.10 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 or sublessor under any leases or subleases entered into by the Borrower or any 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 and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries 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 customers, suppliers or service providers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (o) 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 on cash collateral attaching to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries brokerage accounts incurred in the ordinary course of business consistent with past practices and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (k) or (o) and covering the extent property (or the documents of title in respect of such property) financed by such letters of credit are credit, bankers’ acceptances or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (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 solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted by hereunder; (i) 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 7.2(l6.01 and (ii) subject to the last paragraph of this Section 6.02, Liens with respect to property or assets of any person securing Indebtedness permitted under Section 6.01(aa); (ju) to the extent constituting Liens, Liens of a Customer arising with respect to on any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, amounts held by a Group Member as a bailee trustee under any indenture or held by a Group Member other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any similar indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (y) Liens on Equity Interests in joint ventures (i) securing obligations of such joint venture or (ii) pursuant to the relevant joint venture agreement or arrangement; (z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (aa) Liens in respect of non-recourse sales or factoring of receivables owned by any Foreign Subsidiary that extend only to the receivables and associated ancillary rights subject thereto; (bb) Liens securing insurance premiums financing arrangements; provided, provided that such Customer Lien shall not extend Liens are limited to any property of any Group Member; andthe applicable unearned insurance premiums; (kcc) other in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (dd) Liens securing Indebtedness or other obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (ee) Liens on not more than $2,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes; (ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (gg) Liens on the Collateral that are junior to the Liens thereon securing the Loan Obligations securing Indebtedness incurred under Section 6.01(r) so long as such junior Liens are subject to a Permitted Intercreditor Agreement; (hh) Liens imposed by applicable law on the assets of the Borrower or any Subsidiary located at an airport for the benefit of any nation or government or national or governmental authority of any nation, state, province or other political subdivision thereof, and any agency, department, regulator, airport authority, air navigation authority or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in respect of the regulation of commercial aviation or the registration, airworthiness or operation of civil aircraft and having jurisdiction over the Borrower or such Subsidiary including, without limitation, the FAA or DOT; (ii) Liens on any aircraft and aircraft equipment, including airframes, engines, appliances, equipment, instruments or related property securing Indebtedness permitted by Section 6.01(p); (jj) [Reserved]; (kk) Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (x) such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure such Indebtedness or a Loan Party; (ll) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; (mm) [Reserved]; and (nn) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal amount that at the time of, and after giving effect to, the incurrence of such Liens, would not exceed the greater of $5,000,000 and 0.046 times EBITDAR calculated on a Pro Forma Basis for the then most recently ended Test Period. 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 exceed $1,000,000one category of permitted Liens described in Sections 6.02(a) through (nn) 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 described in Sections 6.02(a) through (nn), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. With respect to each of clauses (c), (i) and (t)(ii) of this Section 6.02, it is hereby understood that with respect to any Liens on the Collateral being incurred under such clause to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were secured on a basis junior to the Liens thereon securing the Loan Obligations, then any Liens on such Collateral being incurred under such clause to secure Permitted Refinancing Indebtedness shall also be secured on a basis junior to the Liens thereon securing the Loan Obligations, and any such Liens shall be subject to a Permitted Intercreditor Agreement, as applicable.