Common use of Permitted Liens Clause in Contracts

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateLessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on or with respect to this Lease, any Item of its PropertyEquipment, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code title thereto or any Requirement interest therein, except (i) the respective rights of Law of any jurisdictionOwner, a financing statement Lessor and Lessee as herein provided; (or the equivalent thereofii) that names it or any of its Subsidiaries as debtorLessor’s Liens; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (ciii) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising contested in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Liens are at all times junior to Agent's Liens and are required or provided by law; Taxes in accordance with GAAP; (fiv) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord'smaterialmen’s, mechanics’, materialmen'sworkmen’s, repairmen's ’s, employees’ or other like Liens arising in the Ordinary Course ordinary course of Business that secure obligations that are business and for amounts the payment of which is either not overdue yet delinquent or is being contested in good faith by appropriate proceedings (and for a period of more than 30 days which adequate reserves have been made in accordance with GAAP, or are being Properly Contested; if required to contest the same, adequate security has been posted by Lessee); and (kv) Liens securing for airport, navigation, and en-route charges arising in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to ordinary course of business and for amounts the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts which is either not yet due; delinquent or is being contested in good faith by appropriate proceedings (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on for which adequate reserves have been made in accordance with GAAP, or if required to contest the property subject to such Lienssame, but only to the extent that the amount of debt secured thereby, and the property secured thereby, adequate security has been posted by Lessee). Lessee shall not be increased; and (n) Liens in favor permitted to contest any Lien if such contest gives rise to any reasonable likelihood of Borrower in respect the sale, forfeiture, confiscation, distraint, seizure or loss of its consignment interests encumbering its Consigned Inventory (as defined any Item of Equipment or any interest therein in the Revolver Loan Agreement)course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.

Permitted Liens. CreateBorrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or with respect to against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): ”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (bii) Liens securing Debt that is permitted under Section 9.2.1(cimposed by law for taxes (other than payroll taxes); (c) Liens , assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of government tenders, bids, contractsleases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as long as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising Person of equipment in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kvi) Liens securing the Debt that is permitted under Section 9.2.1(f); Permitted Subordinated Debt, provided that such Liens are at all times subject subordinated to the terms of the Intercreditor Agreement; (l) Liens in favor of customs Lender pursuant to a written agreement acceptable to Lender; and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such (vii) Liens secure amounts not yet due; (m) existing Liens shown disclosed on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)7.3.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers'’, warehousemen's’s, landlord's’s, mechanics, materialmen's’s, repairmen's ’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateNone of the Borrowers will, incurnor will permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Propertyproperty or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any receivables with or without recourse; provided that any of the Borrowers or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens to secure claims for labor, material or supplies in respect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of §9.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. Each of the Borrowers covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "than Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations Indebtedness thereby secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as so long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as effect for so long as such Liens are (i) in existence Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or so long as such other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure Indebtedness becomes secured notwithstanding any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms actions taken by any of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which Borrowers to ratably secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Obligations hereunder.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (including statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other than Liens imposed by law, but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) statutory Liens of suppliers imposed by law or pursuant to customary reservations or retentions of title provided that: (i) such Liens do not attach to Collateral with a value of more than $250,000 at any time, (ii) such Liens arise in the Ordinary Course of Business, and (iii) any such Liens are not perfected and are subordinated under law to the Liens in favor of Agent; (f) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'subject to the terms of the Intercreditor Agreement, warehousemen'sLiens securing the Potlatch Indebtedness; (l) existing Liens shown on Schedule 10.2.2; (m) leases or subleases of Real Estate granted to others not interfering in any material respect with the business of any Borrower or Subsidiary; (n) any interest of title of a lessor under, landlord'sand Liens arising from UCC financing statements (or equivalent filings, mechanicsregistrations or agreements in foreign jurisdictions) relating to, materialmen's, repairmen's or other like leases permitted by this Agreement; (o) Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only goods (it being understood that any Inventory subject to the extent such Liens secure amounts shall not yet dueconstitute Eligible Inventory); (mp) existing Liens shown of a collection bank arising under Section 4208 of the UCC on Schedule 9.2.2 and replacement items in the course of collection; (q) Liens imposed on the property subject Potlatch Escrow Account to such Liens, but only secure the obligations of Clearwater to Potlatch under the Retained Obligation Agreement and to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedfinancial institution at which such account is established; and (nr) Liens any extension, renewal or replacement, in favor whole or in part, of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined any Lien described in the Revolver Loan Agreementforegoing clauses (a) through (q); provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien extended, renewed or replaced and shall not extend to any other Property of Borrowers or Subsidiaries other than such item of Property originally covered by such Lien or by improvement thereof or additions or accessions thereto.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdictionother obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a financing statement period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the equivalent thereof) definition of the term “Indebtedness,” with or without recourse; provided that names it the Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder may create or incur or suffer to file such financing statement (be created or the equivalent thereof) other than, as incurred or to all of the above, the following (collectively, "Permitted Liens"):exist: (ai) Liens in favor of Agentthe Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (bii) Liens securing Debt that to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted under Section 9.2.1(cby §9.1(c); (cv) Liens for Taxes of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not yet due or being Properly Contestedoverdue; (dvi) statutory encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided that none of such Liens (other than Liens for Taxes or imposed under ERISAA) arising in interferes materially with the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation property affected in the ordinary conduct of the business of Borrowers the Borrower and its Subsidiaries, and (B) individually or their Subsidiariesin the aggregate have a Material Adverse Effect; (evii) Liens incurred existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or deposits made purchase money mortgages on real or personal property acquired (in the Ordinary Course case of Business purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the performance type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens on assets and property of government tendersthe Borrower and its Subsidiaries in favor of Interpool that secure the Interpool Convertible Subordinated Debt or the Existing Interpool Subordinated Debt; provided, bids, contracts, statutory obligations and other similar obligations, as long as that all such Liens are at all times junior and subordinate to Agent's the Liens and are required or provided granted by lawthe Borrower to the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents on such terms set forth in the Subordination Documents; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lx) Liens in favor of customs the Administrative Agent for the benefit of the Lenders and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Administrative Agent securing the extent such Liens secure amounts not yet dueObligations; (mxi) existing Liens shown on Schedule 9.2.2 and replacement consisting of the interest of a lessee under any lease with respect to Containers where the Borrower is the lessor; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens, but only Liens encumber the same property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xiii) interests of lessors in property leased to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedBorrower or a Subsidiary under §9.1(f); and (nxiv) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in on the Revolver Loan AgreementBorrower’s common stock redeemed pursuant to the Redemption Agreement solely to secure the Indebtedness permitted under §9.1(m).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,750,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date so long as the fair market value of such property subject to such Liens, but only to the extent that the amount of debt secured thereby, liens does not exceed $5,750,000 at any time outstanding; (l) Liens on deposits and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 9.2(j); and (nm) (i) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement; (as defined in ii) Liens on Collateral securing the Debt owing under the Revolver Agreement, as long as such Debt is subject to the Intercreditor Agreement, (iii) Liens on Collateral securing the Second Lien Debt as long as such liens are subject to the Intercreditor Agreement and (iv) Liens on Collateral securing the Term A Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentthe Administrative Agent for the benefit of the Secured Parties granted pursuant to any Loan Document; (b) Liens securing Debt that is permitted under Section 9.2.1(c)the Revolving Loan Debt, subject to the provisions of the Intercreditor Agreement; (c) Liens for to secure Taxes in respect of obligations not yet due overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on Properties to secure claims for labor, material or supplies in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security or like obligations; (e) Liens on Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (other than Liens for Taxes or imposed under ERISAA) arising interferes materially with the use of the Property affected in the Ordinary Course of Business, but only if and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect; (h) Liens existing on the date hereof and listed on Schedule 10.2.2 hereto (other than Permitted Liens described in clauses (a), (b), (j), and (m) of this Section 10.2.2); (i) payment purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the obligations secured thereby is not yet due type and amount permitted by Section 10.2.1(g), incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or is being Properly Contestedother like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof; (i) the Rolex USA Liens, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Rolex Canada Liens and are required or provided by law; (f) any Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, Rolex Canada Ltd. to the extent constituting valid and Liens of a collecting bank on Payment Items perfected purchase money security interests in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedaccordance with Applicable Law; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that of a bank or financial institution with respect to funds deposited with such Liens are at all times subject to the terms institution, including in respect of the Intercreditor Agreementcontractual rights of set-off; (l) Liens representing the replacement, extension or renewal of any Liens permitted in favor clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of customs the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and revenue authorities arising (B) the aggregate amount of Debt secured by such Property has not increased as a matter result of law which secure payment of customs duties or in connection with the importation of goodssuch replacement, but only to the extent such Liens secure amounts not yet dueextension or renewal; (m) existing Liens shown on Schedule 9.2.2 securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c), provided that such Liens shall, at all times be, subordinate and replacement Liens on the property subject to such Liens, but only junior in priority to the extent Liens securing the Obligations pursuant to the Quebec Subordination Agreements; (n) Reserved; (o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the amount Borrowers shall have delivered written notice to the Agents of debt secured therebythe applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Agents complete copies of the proposed consignment agreements (if any); (p) Reserved; (q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the property secured therebyLiens securing the Obligations pursuant to a Subordination Agreement in form, shall not be increasedscope and substance satisfactory to the Agents; and (nr) Liens in favor securing the ▇▇▇▇▇▇▇ Debt permitted under Section 10.2.1(m) and Liens securing the obligations of Borrower the Loan Parties under the ▇▇▇▇▇▇▇ Debt Documents in respect of its the consignment interests encumbering its Consigned Inventory (as defined arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Revolver Loan Agreement)▇▇▇▇▇▇▇ Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers’ compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor’s property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens’s Liens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Term Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property (other than ABL Priority Collateral) arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than ABL Priority Collateral and Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ke) Liens securing sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the Debt that is permitted under Section 9.2.1(f)definition of the term “Indebtedness,” with or without recourse; provided that such Liens are at all times subject the Borrower or any of its Subsidiaries may create or incur or suffer to the terms of the Intercreditor Agreement;be created or incurred or to exist: (li) Liens in favor of customs and revenue authorities arising as a matter the Borrower on all or part of law which secure payment the assets of customs duties in connection with Subsidiaries of the importation Borrower securing Indebtedness owing by Subsidiaries of goods, but only the Borrower to the extent such Liens secure amounts not yet dueBorrower; (mii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in respect of obligations not overdue or which the Borrower is diligently contesting in good faith; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing Liens shown on the date hereof and listed on Schedule 9.2.2 9.2 hereto; (viii) Liens to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and replacement payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business; (ix) Liens on the property subject with respect to such Liens, but only to the extent that the amount of debt secured thereby, Indebtedness permitted under Sections 9.1(f) and the property secured thereby, shall not be increased(i) hereof; and (nx) other Liens not otherwise permitted hereunder, provided that such Liens do not secure Indebtedness in favor an aggregate amount outstanding or committed in excess of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)$25,000,000, which Indebtedness is also permitted under Section 9.1 hereof.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,750,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date so long as the fair market value of such property subject to such Liens, but only to the extent that the amount of debt secured thereby, liens does not exceed $5,750,000 at any time outstanding; (l) Liens on deposits and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 9.2(j); and (nm) (i) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement; (as defined in ii) Liens on Collateral securing the Debt owing under the Revolver Agreement, as long as such Debt is subject to the Intercreditor Agreement, (iii) Liens on Collateral securing the Second Lien Debt as long as such liens are subject to the Intercreditor Agreement and (iv) Liens on Collateral securing the Term B/C/D Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or the Code with respect to any Pension Plan or Multiemployer Plan) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedsecuring Debt permitted by Section 10.2.1(f); (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject All exceptions to title to the terms of Real Estate contained in the Intercreditor Agreement;title policies issued and approved in writing by Agent covering the Mortgages; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers' compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor's property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensLiens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Revolving Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than on Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. CreateAs used herein, incur“Permitted Liens” means (a) liens for current real or personal property taxes not yet due and payable or which are being contested in good faith by Seller or its affiliates, assume or suffer to exist any Lien upon or in either case, with respect to any of its Propertywhich the Seller maintains adequate reserves, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt workers’, carriers’ and mechanics’ or other like liens incurred in the ordinary course of Seller’s business with respect to which payment is not due and that is permitted under Section 9.2.1(c); do not impair the conduct of Seller’s business or the present or proposed use of the affected property, (c) Liens for Taxes not yet due any deposits or being Properly Contested; pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or public or statutory obligations of a like general nature incurred in the ordinary course of business, (d) any statutory Liens (liens for utility assessments or other than Liens for Taxes charges or imposed under ERISA) assessments, in each case, arising in the Ordinary Course ordinary course of Business, but only if (i) payment of the obligations secured thereby business with respect to a liability that is not yet due or delinquent or which is being Properly Contestedcontested in good faith by Seller or its affiliates, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens any liens securing bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety or appeal bonds, bid or performance bonds or other obligations of a like general nature incurred or deposits made in the Ordinary Course ordinary course of Business business, including the bond (the “Lease Bond”) and other liens or charges (the “Lease Liens”) incurred to secure performance by Seller under the performance of government tendersLease, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens any liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the Ordinary Course payment of Business that which adequate reserves, bonds or other security have been provided or are subject to Lien Waivers; fully covered by insurance, (g) Liens arising by virtue any security interest, lien or right in favor of a judgment any vendor of tangible personal property (including any tangible personal property financed with purchase money and any capital leases), (h) imperfections or judicial order against Borrowers irregularities of title and other liens that would not, individually or their Subsidiariesin the aggregate, or any Property materially detract from the value of Borrowers or their Subsidiariesthe assets to which they attach, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contestedzoning, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of recordplanning, and other similar charges or encumbrances on Real Estatelimitations and restrictions, that do not secure all rights of any monetary obligation and do not interfere with the Ordinary Course of Business; Governmental Entity (as defined below) to regulate a property, (i) normal and customary rights any lien set forth in any franchise or governing ordinance under which any portion of setoff upon deposits in favor of depository institutionsSeller’s business is conducted, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers'all rights of condemnation, warehousemen's, landlord's, mechanics, materialmen's, repairmen's eminent domain or other like Liens arising in the Ordinary Course similar rights of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; any person, (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject any lien to the terms of the Intercreditor Agreement; be released on or prior to, or as a result of, Closing, (l) Liens in favor any license agreement governing use of customs the Seller’s current accounting software (the “Accounting Software”), and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on any other lien which does not materially interfere with Seller’s use of the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Turbine Assets.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) non-consensual, possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) Liens on assets of Universal to secure Debt under the Overdraft Facility; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) other Liens securing existing on the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs date hereof and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent for the benefit of the Secured Parties; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (other than Indebtedness), leases (other than Capital Leases), statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) judgment Liens arising by virtue securing judgments not constituting an Event of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) zoning restrictions, easements, rights-of-way, restrictionsrestrictions on use of real property, covenants minor defects or other agreements irregularities of record, title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and incurred in the Ordinary Course of Business which do not interfere with the Ordinary Course of Business; (i) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the Ordinary Course of Business and covering only the assets so leased; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'Liens on assets of an Excluded Subsidiary that secures Permitted Debt of such Excluded Subsidiary; (l) Liens securing Revolving Loan Obligations and Refinancing Debt in respect thereof, warehousemen's, landlord's, mechanics, materialmen's, repairmen's so long as the holders of such Revolving Loan Obligations or other like Indebtedness remain subject to the Intercreditor Agreement; (m) Liens arising existing as of the Closing Date and shown on Schedule 10.2.2 and any extensions or renewals thereof in connection with any Refinancing Debt with respect to such Indebtedness secured by such Liens; (n) pledges and deposits made in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedin compliance with workmen’s compensation, unemployment insurance and other social security laws and regulations; (ko) any license or sub-license entered into in the Ordinary Course of Business and not interfering with such Obligor’s or its Subsidiaries’ conduct of its respective business, and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to Intellectual Property); (p) Liens arising from precautionary UCC financing statements filed in connection with operating leases; (q) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder; (r) Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the Debt that financing of insurance premiums to the extent the financing is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1(o) hereof; (ls) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties not yet delinquent in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount Ordinary Course of debt secured thereby, and the property secured thereby, shall not be increasedBusiness; and (nt) other Liens securing liabilities (other than Borrowed Money) in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an aggregate amount not to exceed $5,000,000 at any time outstanding.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested; provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under government contracts, as long as as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) in the case of any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of Real Estate granted to third parties in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any material respect with the ordinary conduct of more than 30 days business by any Borrower or are being Properly ContestedSubsidiary; (k) Liens securing the Debt that is any interest or title of a lessor or sublessor under any operating lease or Capital Lease permitted under by Section 9.2.1(f10.2.1(n) and Section 10.2.1(o); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goodsgoods in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate; (n) licenses of patents, but only trademarks and other intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; (o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; (p) the Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Liens secure amounts not yet dueInvestments constitute Liens; (mq) (q) Liens created on the Toro Purchased Accounts pursuant to the Toro AR Purchase Agreement; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (other than Indebtedness), leases (other than Capital Leases), statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) judgment Liens arising by virtue securing judgments not constituting an Event of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) zoning restrictions, easements, rights-of-way, restrictionsrestrictions on use of real property, covenants minor defects or other agreements irregularities of record, title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and incurred in the Ordinary Course of Business which do not interfere with the Ordinary Course of Business; (i) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the Ordinary Course of Business and covering only the assets so leased; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (jk) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Indebtedness permitted by Section 10.2.1(f); (l) Liens securing Permitted First Lien Debt permitted by Section 10.2.1(i); (m) Liens on assets of an Excluded Subsidiary that secures Permitted Debt of such Excluded Subsidiary; (n) Liens securing Indebtedness under the Term Loan Facility and Refinancing Debt in respect thereof, landlord's, mechanics, materialmen's, repairmen's or other like so long as the holders of such Indebtedness remain subject to the Intercreditor Agreement; (o) Liens arising in connection with the cash collateralization of the Comerica Letter of Credit and the JPM Letter of Credit; (p) existing Liens shown on Schedule 10.2.2 and any extensions or renewals thereof in connection with any Refinancing Debt with respect to such Indebtedness secured by such Liens; and (q) pledges and deposits made in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedin compliance with workmen’s compensation, unemployment insurance and other social security laws and regulations; (kr) Liens securing Indebtedness permitted by Section 10.2.1(e) (provided that Liens on any Hedge Agreement may be incurred under the Debt that Term Loan Facility or the Loan Documents, but not both); (s) any license or sub-license entered into in the Ordinary Course of Business and not interfering with such Obligor’s or its Subsidiaries’ conduct of its respective business, and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to Intellectual Property); (t) Liens arising from precautionary UCC financing statements filed in connection with operating leases; (u) Liens on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder; (v) Liens on Equity Interests in joint ventures securing obligations of such entities, and options, put and call arrangements, rights of first refusal and similar rights related to Equity Interests in joint ventures; (w) Liens in favor of Borrowers or any Subsidiary securing Indebtedness permitted under Section 10.2.1(n); (x) Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1(o) hereof; (ly) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties not yet delinquent in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueOrdinary Course of Business; (mz) existing Liens shown on Schedule 9.2.2 arising in connection with (i) the Prepetition Escrowed Amounts, (ii) the Fee Claims Account and replacement Liens on (iii) the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedABL DIP Cash Collateral Account; and (naa) other Liens securing liabilities in favor an aggregate amount not to exceed $5,000,000 at any time outstanding. Notwithstanding the foregoing, no Obligor shall incur any Liens on any ABL Priority Collateral except (i) Permitted Liens that arise by operation of Borrower law and are junior to Agent’s Lien on ABL Priority Collateral securing the Obligations and (ii) other Permitted Liens that are junior to Agent’s Lien on any ABL Priority Collateral securing the Obligations pursuant to the Intercreditor Agreement or another intercreditor agreement satisfactory to Agent containing terms no less favorable to Lenders in respect of its consignment interests encumbering its Consigned Inventory (all material respects, taken as defined a whole, as the terms in the Revolver Loan Intercreditor Agreement).

Permitted Liens. Create, incur, assume If the Issuer or suffer any Guarantor (or any entity required to exist become a Guarantor pursuant to this Indenture) creates any Lien (including without limitation any additional Lien) upon any Property or assets to secure any First Lien Obligation, it must concurrently with respect to any the creation of its Propertysuch Lien (or, whether now owned if later, concurrently with such entity becoming a Guarantor) grant a First Lien upon such Property or hereafter acquired, file or authorize assets as security for the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (Securities or the equivalent thereof) that names it applicable Note Guarantee, if such Property or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby asset is not yet due Collateral at such time, such that the property or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are assets subject to such Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times becomes Collateral subject to the terms of the Intercreditor Agreement; First Lien (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goodssubject to liens permitted by this Indenture), but only except to the extent such Liens Property or assets constitutes cash or cash equivalents required to secure amounts only letter of credit obligations under any credit facility or as otherwise permitted under the Intercreditor Agreement. If the foregoing obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on any property or assets to secure the Securities or a Note Guarantee arises due to the grant of a Lien on such property or assets to secure the Existing Issuer Credit Facility Obligations (or the obligations under any Replacement Credit Facility), then the Lien on such property or assets to secure the Securities or a Note Guarantee may be released in accordance with the provisions of Section 1308. If the foregoing obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on any property or assets to secure the Securities or a Note Guarantee arises due to the grant of a Lien (an “Initial Lien”) on such property or assets to secure First Lien Obligations other than the Existing Issuer Credit Facility Obligations (or the obligations under any Replacement Credit Facility), then the Lien on such property or assets to secure the Securities or a Note Guarantee shall be automatically released and discharged upon the release and discharge of the Initial Lien at such time as the Initial Lien is released, which release and discharge in the case of any sale of any such property or asset shall not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens affect any Lien that the Trustee or any Collateral Agent may have on the property subject to proceeds from such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)sale.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectivelyAs used herein, "Permitted Liens"): " means any of the following: (a) Liens liens for taxes, assessments and governmental charges or levies (i) not yet in favor default or (ii) that are being contested in good faith and by appropriate proceedings diligently conducted, provided that in the case of Agent; liens under this clause (ii), reserves or other appropriate provisions shall have been established therefor in accordance with generally accepted accounting principles ("GAAP") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the final determination of such proceeding, (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (liens imposed by law, such as materialmen's, mechanics' carriers', workmen's and repairmen's liens and other than Liens for Taxes or imposed under ERISA) similar liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure business securing obligations that are not overdue for a period of more than 30 60 days or which, if overdue, are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); contested in good faith and by appropriate proceedings diligently conducted, provided that reserves or other appropriate provisions shall have been established therefor in accordance with GAAP and enforcement of any such Liens are at all times subject lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions or other restrictions, rights-of-way, minor encroachments, covenants or encumbrances on real property imposed by law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and that do not and could not reasonably be expected to materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the terms indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of $50,000, provided the execution or other enforcement of such liens is effectively stayed or fully bonded pending the final determination of the Intercreditor Agreement; proceeding referred to below and the claims secured thereby are being contested in good faith and by appropriate proceedings; and (lf) Liens liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in favor the ordinary course of customs business in connection with workers' compensation, unemployment insurance and revenue authorities arising as a matter other types of law which social security, or to secure payment the performance of customs duties tender, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the importation borrowing of goods, but only to money or the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount obtaining of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreementadvances or credit).

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested;claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (li) Liens in favor of customs and revenue authorities arising as a matter the Borrower on all or part of law which secure payment the assets of customs duties in connection with Subsidiaries of the importation Borrower securing Indebtedness owing by Subsidiaries of goods, but only the Borrower to the extent such Liens secure amounts not yet dueBorrower; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (nii) Liens in favor of Borrower to secure taxes, assessments and other government charges in respect of its consignment interests encumbering its Consigned Inventory obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as defined execution is not levied thereunder or in respect of which the Revolver Loan Agreement).Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. Create, Such Borrower and the non-U.S. Subsidiaries thereof will not (a) create or incur, assume or suffer to exist be created or incurred or to exist, any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any other obligation in priority to payment of its Subsidiaries as debtorgeneral creditors; sign (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement authorizing agreement, device or arrangement; (d) suffer to exist for a period of more than forty-five (45) days after the same shall have been incurred any secured party thereunder Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” with or without recourse; provided that such Borrower may create or incur or suffer to file such financing statement (be created or the equivalent thereof) other than, as incurred or to all of the above, the following (collectively, "Permitted Liens"):exist: (ai) Liens in favor of Agentthe Borrowers on all or part of the assets of Subsidiaries of the Borrowers securing Indebtedness owing by Subsidiaries of the Borrowers to the Borrowers; or Liens in favor of any Subsidiary of the Borrowers on all or part of the assets of such Borrower securing Indebtedness owing by the Borrowers to Subsidiaries thereof; (bii) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (taxes, assessments and other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) government charges payment of the obligations secured thereby which is not yet due or is being Properly Contestedcontested in compliance with Section 8.7; or Liens on properties to secure claims for labor, and (ii) such Liens do material or supplies in respect of obligations that are not materially impair the value overdue or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesare being contested in compliance with Section 8.7; (eiii) Liens incurred deposits or deposits pledges made by such Borrower or such Subsidiary in the Ordinary Course of Business connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security legislation, or to secure the performance of government performance bonds, tenders, bids, contractsleases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations in each case in the ordinary course of business; (fiv) judgment Liens arising on properties of such Borrower or such Subsidiary in the Ordinary Course respect of Business judgments that are subject to Lien Waiversdo not constitute an Event of Default under clause (i) of Section 13.1; (gv) Liens arising by virtue in respect of a judgment any property of such Borrower or judicial order against Borrowers or their Subsidiariessuch Subsidiary of carriers, or any Property of Borrowers or their Subsidiarieswarehousemen, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, mechanics and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of recordmaterialmen, and other similar charges or encumbrances on Real Estatelike Liens, that do not secure any monetary obligation and do not interfere with in existence less than 120 days from the Ordinary Course date of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure creation thereof securing obligations that are not overdue for a period of more than 30 days or are being Properly Contestedcontested in compliance with Section 8.7; (kvi) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, other minor Liens and similar encumbrances on Real Estate of such Borrower or such Subsidiary, provided that none of such Liens (A) interferes materially with the use of the affected property in the ordinary conduct of the business of such Borrower or such Subsidiary, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens on any property or asset of such Borrower or any Subsidiary thereof existing on the date hereof and listed on Schedule 7.13 hereto, so long as such Liens secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(h), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) any Lien existing on any property or asset prior to the acquisition thereof by such Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary of such Borrower after the date hereof prior to the time such Person becomes a Subsidiary of such Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (x) Liens securing the Debt that is Indebtedness permitted under clause (d) or (i) of Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement9.1; (lxi) Liens in favor of customs the Administrative Agent for the benefit of the Lenders and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Administrative Agent created under the extent such Liens secure amounts not yet dueLoan Documents; (mxii) existing Liens shown on Schedule 9.2.2 and replacement Liens with respect to Lionbridge BV, any Lien created pursuant to the general conditions of a bank operating in the Netherlands based on the property subject to such Liens, but only to general conditions drawn up by the extent that the amount of debt secured thereby, Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the property secured thereby, shall not be increasedConsumers Union (Consumentenbond); and (nxiii) Liens in favor licenses of intellectual property granted by such Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined or any Subsidiary thereof in the Revolver Loan Agreement)ordinary course of business.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligated Party or their its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligated Party or their its Subsidiaries, or any Property of Borrowers an Obligated Party or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, zoning and other restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Disclosure Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet more than 30 days past due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property subject thereto or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or on deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, Licenses, contracts (except those relating to Borrowed Money), workmen’s compensation, unemployment, social security or other similar legislation, statutory obligations and other similar obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) bankers’ Liens, normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) Liens for permitted Capital Leases; (k) carriers'’, processors’, warehousemen's, landlord's’s, mechanics’ landlords’, materialmen's, repairmen's or ’s and other like similar Liens arising in the Ordinary Course of Business that which secure obligations that amounts which are not overdue for a period of more than 30 days or are being Properly Contested; (kl) Liens (other than Liens on Accounts and Inventory) securing liabilities (other than Debt) not to exceed $2,000,000 in the aggregate outstanding at any time; (m) possessory Liens of securities intermediaries, commodity intermediaries, brokers and dealers securing obligations incurred in the Ordinary Course of Business; (n) Liens on assets of Foreign Subsidiaries to secure permitted Debt and other obligations of Foreign Subsidiaries; (o) Liens on equity interests of any joint venture provided under the applicable joint venture agreement; (p) Liens securing the Debt that is permitted under by Section 9.2.1(f10.2.1(g); provided provided, that such Liens are in existence at all times subject to the terms time such Person becomes a Subsidiary and encumber only assets of the Intercreditor Agreement;Person acquired; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mq) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, zoning and other restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor under any lease (including Capital Leases) permitted hereunder; (l) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any government office or agency to control or regulate the use of any real property not materially detracting from the value of such real property; (n) licenses of patents, warehousemen's, landlord's, mechanics, materialmen's, repairmen's trademarks and other Intellectual Property rights granted by any Obligor or other like Liens arising any of its Subsidiaries in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any respect with the ordinary conduct of more than 30 days the business of such Obligor or are being Properly Contestedany Subsidiary; (ko) Liens securing incurred in the Debt that is permitted under Section 9.2.1(fOrdinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Debt); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lp) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods, but only ; (q) on assets of any Subsidiary which is not an Obligor to the extent such Liens secure amounts not yet due;Debt of such Subsidiary that is permitted under Section 10.2.1 hereof; and (mr) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested;shown on Schedule 10.2.2. (k) Liens any Lien securing the Debt that is permitted under Section 9.2.1(f)10.2.1(e) on any Property acquired after the Closing Date and existing prior to the acquisition thereof by any Obligor or a Subsidiary of an Obligor or existing on any Property of any Person that becomes a Subsidiary after the Closing Date that exists prior to the time such Person becomes a Subsidiary; provided that (A) such Liens are at all times subject Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other Property an Obligor or a Subsidiary of an Obligor, (C) such Lien does not extend to any Property arising or acquired after the terms date of acquisition and (D) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof (other than with respect to (1) the capitalization of interest and (2) the capitalization of any prepayment premiums payable in respect of the Intercreditor Agreementobligations so extended, renewed or replaced); (l) Liens arising in connection with Capital Leases permitted under this Agreement provided that no such Lien shall extend to any Property other than assets subject to such Capital Leases; (m) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor on insurance policies and the proceeds thereof securing the financing of Borrower in the premiums with respect of its consignment interests encumbering its Consigned Inventory thereto; (as defined o) licenses, sublicenses, leases and subleases entered into in the Revolver Loan AgreementOrdinary Course of Business and any landlords’ Liens arising under any such leases; (p) Liens on accounts receivable and proceeds thereof arising in connection with the transfer thereof pursuant to the Receivables Securitization, until the liens granted in connection with the Receivables Securitization are released pursuant to Section 10.1.11; (q) Liens arising under the Daimler Credit Facility and securing Debt permitted under Section 10.2.1(j); (r) other Liens on assets not constituting Collateral securing Debt permitted under Section 10.2.1(i) and (m); (s) Liens relating to the Receivables Securitization which will be releasing pursuant to Section 10.1.11; and (t) Liens on Refinanced Assets securing Debt permitted under Section 10.2.1(n).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,000,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date, so long as the fair market value of such Property subject to such LiensLiens does not exceed $5,000,000 at any time outstanding (l) Liens on deposits and unearned insurance premiums securing Debt permitted under Section 9.2.1(i); (m) (i) Liens on Collateral securing the Debt owing under the 2009 Debentures, but only as long as such Liens are subject to the extent that 2009 Debenture Intercreditor Agreement and such Debt is permitted under Section 9.2.1(m)(i); (ii) Liens on Collateral securing the amount of debt secured therebyRevolver Debt, as long as such Debt is permitted under Section 9.2.1(m)(ii), and such Liens are subject to the property secured therebyIntercreditor Agreement; (iii) Liens on Collateral securing the Sun Debt, shall not be increasedas long as such Debt is permitted under Section 9.2.1(m)(iii), and such Liens are subject to the Sun Intercreditor Agreement; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing Bank Product Debt (as defined in the Revolver Loan Agreement), as long as such Debt is permitted under Section 9.2.1(n), and such Liens are subject to the Intercreditor Agreement.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesany Obligor; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property Obligor to the extent such judgment does not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, Agent; (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents; (l) normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens on insurance proceeds and deposits arising in the ordinary course of business in connection with the financing of insurance premiums; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business that secure obligations that are not overdue for a period in accordance with the past practices of more than 30 days or are being Properly Contestedsuch Person; (ko) Liens securing on Property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Obligor or a Subsidiary thereof (and not created in anticipation or contemplation thereof); (p) security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; (q) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments; (r) other Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding; (s) the replacement, extension or renewal of any Permitted Lien; provided, that such Lien shall at no time be extended to cover any assets or property other than such assets or property subject thereto on the Original Closing Date or the date such Lien was incurred, as applicable; (t) Liens granted in connection with Debt that is permitted under by Section 9.2.1(f); 10.2.1(n) provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but attach only to the extent such Liens secure amounts Property of Foreign Subsidiaries and not yet due; to any Collateral; (mu) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).10.2.2;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,000,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (i) existing Liens shown on Schedule 10.2.2 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) carriers'Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, warehousemen'sextended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, landlord'sand (ii) at the time of acquisition of such fixed assets, mechanics, materialmen's, repairmen's the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or other like Liens arising in not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the Ordinary Course lesser of Business that secure obligations that are not overdue for a period the total purchase price or fair market value at the time of more than 30 days or are being Properly Contestedacquisition of such fixed assets; (k) other Liens securing that are created upon any of its Property (other than Collateral) after the Debt that is permitted under Section 9.2.1(f); provided that Closing Date, so long as the fair market value of such Property subject to such Liens are does not exceed $5,000,000 at all times subject to the terms of the Intercreditor Agreementany time outstanding; (l) Liens in favor of customs on deposits and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 10.2.1(j); and (ni) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement and such Debt is permitted under Section 10.2.1(n), (as defined in ii) Liens on Collateral securing the Revolver Debt owing under the Last-Out Term Loan Agreement, as long as such Liens are subject to the Last-Out Term Loan Intercreditor Agreement and (iii) Liens on Collateral securing the Second Lien Debt as long as such Liens are subject to the Second Lien Debt Intercreditor Agreement and such Debt is permitted under Section 10.2.1(n).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Credit Party or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers compensation, unemployment or other insurance obligations, or to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen and other similar Liens arising in the Ordinary Course of Business for (i) amounts not yet overdue and (ii) amounts that are overdue and that are being Properly Contested; (g) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue of a judgment or judicial order against Borrowers any Credit Party or their SubsidiariesSubsidiary (including with respect to any appeal bonds), or any Property of Borrowers a Credit Party or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictionsrestrictions (including municipal and zoning ordinances, building and other land use laws and regulations imposed by any governmental authority which are not violated in any material respect by existing improvements, structures, facilities or buildings or the present use of any real property), covenants or other agreements of record, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances on Real EstateEstate and other minor defects or irregularity in title, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (ij) normal and customary Liens and rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'existing Liens shown on Schedule 10.2.2; (l) Liens on securities which are subject to repurchase agreements as contemplated in the definition of “Cash Equivalents”; (m) Liens on ▇▇▇▇▇▇▇ money deposits of cash or cash equivalents made by or received by the Credit Parties in connection with any Permitted Acquisition or Permitted Asset Disposition; (n) Liens securing Permitted Refinancings of Debt, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like to the extent such Liens arising are permitted hereunder with respect to the Debt subject to such Permitted Refinancing; (o) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedBusiness; (kp) any interest or title of a lessor, sublessor, licensor or licensee (and any underlying lessor, sublessor, licensor or licensee) under any lease, license or similar agreement entered into by any Credit Party in the Ordinary Course of Business, including any sale leaseback transaction permitted hereunder; (q) Liens securing on property of a Person existing at the Debt that time such Person becomes a Subsidiary or at the time is permitted under Section 9.2.1(f)merged into or consolidated with any Borrower or any Subsidiary Guarantor in a Permitted Acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to (i) Accounts or Inventory or (ii) any other assets other than those of the Person merged into or consolidated with such Borrower or such Subsidiary Guarantor or acquired by such Borrower or such Subsidiary Guarantor and such Liens would be permitted Liens under the other provisions hereof; (r) Liens on property other than Accounts or Inventory of any Credit Party securing any of their Debt or their other liabilities provided that the aggregate amount of all such Debt and other liabilities not exceed $1,000,000 at any time; (s) Liens on assets of Permitted Joint Venture Subsidiaries in favor of Borrowers or Guarantors, which at all times are subject to the Company Subordination Agreement and liens on assets of a Borrower or Guarantor securing obligations owing by such Borrower or Guarantor to any other Borrower or Guarantor which are at all times subject to a deep subordination agreement acceptable to the terms of the Intercreditor AgreementAgent in its sole discretion; (lt) Liens rights of debit or withdrawal against the Recourse Account in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties the card issuer under an Approved Private Label Credit Card Program; and (u) Liens on proceeds or refunds due under insurance policies in connection with the importation financing of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)premiums due thereunder.

Permitted Liens. CreateNone of the Borrowers will, incurnor will permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Propertyproperty or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any receivables with or without recourse; provided that any of the Borrowers or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens to secure claims for labor, material or supplies in respect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of §9.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. Each of the Borrowers covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "than Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations Indebtedness thereby secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as so long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as effect for so long as such Liens are (i) in existence Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or so long as such other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure Indebtedness becomes secured notwithstanding any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms actions taken by any of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which Borrowers to ratably secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Obligations hereunder.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Collateral Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Parent or their any of its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Parent or their any of its Subsidiaries, or any Property of Borrowers Parent or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Collateral Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) Liens on the Real Estate of Borrowers in favor of Bank of Arkansas securing the real estate term loan to ACM and TCM which is to be paid in full using the proceeds of Revolver Loans; provided, that all such liens shall be released and terminated within 60 Business Days after the Closing Date; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly ContestedContested (without regard to clause (e) of the definition of Properly Contested so long as no efforts to enforce such Liens have been commenced); (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesany Obligor; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property that do not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property; (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a ▇▇▇▇▇▇; (l) normal and customary rights of setoff upon deposits in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, securing Debt permitted by Section 10.2.1(f) or Section 10.2.1(t); (n) contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers'’, warehousemen's, landlord's, mechanics’s, materialmen's’s, landlords’, workmen’s, suppliers’, repairmen's or ’s and mechanics’ Liens and other like similar Liens arising in the Ordinary Course of Business that secure Business, but only if (i) payment of the obligations that are secured thereby is not overdue for a period of more than 30 days yet delinquent or are is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor; (ko) Liens on unearned premiums under insurance policies in connection with the financing of insurance premiums; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; (q) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens is permitted hereunder and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Obligors or any Restricted Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Obligors; (r) security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; (s) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments; (t) Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding; (u) the replacement, extension or renewal of any Permitted Lien; provided, that such Lien shall at no time be extended to cover any assets or property other than such assets or property subject thereto on the date such Lien was incurred; (v) Liens securing the Debt that is permitted under Section 9.2.1(f10.2.1(i); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; and (w) existing Liens shown on Schedule 10.2.2. (x) any interest or title of a lessor under any lease entered into by any Obligor in the Ordinary Course of Business and covering only the assets so leased; (ly) Liens arising out of any Permitted Sale-Leaseback; (z) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueOrdinary Course of Business; (maa) existing Liens shown on Schedule 9.2.2 encumbering Equity Interests issued by a joint venture that is not a Restricted Subsidiary and replacement Liens arising under rights of first offer, rights of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the property subject transfer of such Equity Interests contained in organizational documents governing the terms of such joint venture to which an Obligor is a party or by which such LiensPerson is bound; (bb) Liens securing obligations in an aggregate principal amount not to exceed $5,000,000; provided, but only that, in the event such Liens are granted in Collateral such Liens are junior in priority to the extent that Liens granted to the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Agent.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers' compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor's property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers▇▇▇▇ ▇▇▇▇▇▇▇; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensLiens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Revolving Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than on Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. CreateLessee will not directly or indirectly create, incur, assume or suffer to exist any Lien upon on or with respect to the Aircraft, any of its PropertyEngine, whether now owned or hereafter acquiredany Part, file or authorize the filing under the Uniform Commercial Code title thereto or any Requirement interest therein or in this Lease, except (i) the rights of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries Lessor as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all owner of the aboveAircraft, (ii) the following respective rights of Lessor and Lessee as provided herein, (collectivelyiii) the rights of others under agreements or arrangements to the extent permitted by the terms of Section 7.5 and Section 7.8(b)(iii) hereof, "Permitted (iv) Lessor Liens"): , (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (cv) Liens for Taxes of Lessee (or, if any Permitted Sublease is then in effect, the sublessee) not yet due or being Properly Contested; (d) statutory Liens contested in good faith by appropriate proceedings so long as such proceedings do not involve any material danger of the sale, forfeiture, loss or loss of use of the Airframe or any Engine or interest therein or any risk of material liability (other than Liens for Taxes payment of the amount), or any risk of criminal penalties being imposed under ERISAon any Indemnitee and so long as adequate reserves therefor have been established, (vi) materialmen's, mechanic's, workmen's, repairmen's, employees, or other like liens arising in the Ordinary Course ordinary course of BusinessLessee's (or, but only if a Permitted Sublease is then in effect, the sublessee's) business (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made including those arising under maintenance agreements entered into in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collection; and (jbusiness) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure securing obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that contested in good faith by appropriate proceedings so long as such Liens are at all times subject to the terms proceedings do not involve any material danger of the Intercreditor Agreement; sale, forfeiture, loss or loss of use of the Airframe or any Engine or any interest therein, or any risk of material liability (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure other than for payment of customs duties the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves therefor have been established, (vii) any Lien arising out of a judgment or award against Lessee, (or if a Permitted Sublease is in connection with effect, the importation of goodssublessee) unless the judgment secured is not within 30 days after the entry thereof discharged, but only to vacated or reversed, or the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured therebyexecution thereof stayed pending appeal, and (viii) any Lien with respect to which Lessee (or, if any Permitted Sublease is then in effect, the property secured thereby, sublessee) shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined have provided a bond adequate in the Revolver Loan Agreement)reasonable opinion of Lessor. Lessee will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary duly to discharge any such Lien not excepted above if the same shall arise at any time.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Uniform Commercial Code Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any Requirement of Law its Subsidiaries, as lessee, in favor of any jurisdiction, mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii) which security interests or mortgages cover only the real or personal property so acquired; (xiii) Liens constituting leasehold or license interests held by a financing statement (lessee or licensee in respect of leases or licenses made by the equivalent thereof) that names it Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder lessor or licensor with respect to file intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising Subsidiary in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collectionits business consistent with past practices; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kxiv) Liens securing constituting options of Persons other than the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject Borrower or any Subsidiary to the terms purchase Capital Stock of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any non-wholly owned Subsidiary.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agentcreated pursuant to any Loan Document; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens of carriers, warehousemen, materialmen, landlords, workmen, suppliers, repairmen and mechanics, whether contractual or imposed by law (other than Liens for Taxes taxes or imposed under ERISA) ), and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers▇▇▇▇ ▇▇▇▇▇▇▇; (g) Liens arising by virtue of a judgment or judicial order against Borrowers to the extent such judgment or their Subsidiaries, or any Property judicial order does not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, Estate that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any Governmental Authority which are not violated in any material respect by existing improvements or the present use of Property; (j) leases subleases, licenses, sublicenses not prohibited hereby and granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Loan Documents, including any interest of a ▇▇▇▇▇▇; (l) normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided, that, in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens on amounts payable under insurance policies and deposits arising in the Ordinary Course of Business that secure obligations that are not overdue for a period in connection with the financing of more than 30 days or are being Properly Contestedinsurance premiums; (kn) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; (o) Liens on Property (other than accounts and Inventory) acquired pursuant to a Permitted Acquisition, or on Property of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that, (i) any Debt that is secured by such Liens is permitted pursuant to Section 10.2.1(t), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other Property of any Obligor or any Subsidiary other than the Property subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted pursuant to Section 10.2.1(t) and such extension, renewal or replacement does not encumber any additional assets or properties of such Obligor or any Subsidiary; (p) security required to be given to a public or private utility or any Governmental Authority in connection with the supply of services or utilities in the Ordinary Course of Business. (q) Liens securing the Debt that is permitted Obligors’ obligations under Section 9.2.1(f); provided that the Revolving Loan Documents, to the extent such Liens are at all times subject to the terms of the Intercreditor Agreement; (lr) Liens in favor the filing of customs and revenue authorities arising financing statements solely as a matter of law which secure payment of customs duties precautionary measure in connection with the importation of goods, but only to the extent such Liens secure amounts not yet dueoperating leases or consignments; (ms) the replacement, extension or renewal of any Permitted Lien; provided, that, (i) such Lien shall at no time be extended to cover any Property other than such Property subject thereto on the initial date such Lien was incurred, and (ii) the amount secured or benefited thereby is not increased (except by the amount of any accrued interest, payment in kind interest, reasonable closing costs, expenses, fees and premium paid in connection with such replacement, extension or renewal); (i) Liens granted by Subsidiaries that are not Obligors securing Debt incurred by such Subsidiaries and permitted to be incurred pursuant to Section 10.2.1(l); and (ii) Liens granted by a CVG China Subsidiary securing Debt permitted to be incurred pursuant to Section 10.2.1(m); (u) Liens existing Liens as of the Closing Date and shown on Schedule 9.2.2 and replacement 10.2.2; (v) Liens securing Refinancing Debt, subject to the Refinancing Conditions; (w) customary Liens granted on the property assets of any Foreign Subsidiary (other than Equity Interests) in connection with Permitted Foreign A/R Facility Indebtedness (which in the case of any factoring arrangements may include any deposit accounts of the relevant selling Foreign Subsidiary and other assets of such Foreign Subsidiary (other than Equity Interests) that customarily are the subject to such Liens, but only to of a factoring arrangement in the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedsubject jurisdiction); and (nx) other Liens securing obligations in favor of Borrower an aggregate principal amount not to exceed $5,000,000, subject to Section 10.1.18 with respect to any such Liens specifically addressed on Schedule 10.1.18; (y) provided, that, notwithstanding anything to the contrary set forth in respect of its consignment interests encumbering its Consigned Inventory this Section 10.2.2, neither any Obligor nor any Subsidiary shall create, incur, assume or (as defined other than in the Revolver Loan Agreement)case of any Liens granted by the owner of any Real Estate leased by any Obligor or a Subsidiary which encumber such Real Estate to secure obligations of such owner to any third party) suffer to exist any Lien on any Real Estate owned or leased by any Obligor or any Subsidiary securing Borrowed Money.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt (provided that is such Liens shall not, for the avoidance of doubt, secure the Debt permitted under pursuant to Section 9.2.1(c10.2.1(p)); (c) (i) Liens for Taxes not yet due or being Properly Contested, (ii) Liens for Taxes that are set forth in Schedule 10.2.2(c); provided that such Taxes (and the Liens in respect thereof) are satisfied or are being Properly Contested not later than the date that is 90 days after the Closing Date and (iii) other Liens for Taxes in an aggregate amount not to exceed $500,000; provided that such Taxes (and the Liens in respect thereof) are satisfied or are being Properly Contested not later than the date that is 90 days after a Senior Officer of a Borrower becomes aware of such Liens; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior each case not giving rise to Agent's Liensan Event of Default; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (i) (x) Junior Liens securing Junior Debt permitted by Section 10.2.1(k) and (y) Liens on the assets of any SPE who is not an Obligor securing the Mortgage Loan Debt and the Refinancing Debt of Mortgage Loan Debt; (j) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with any Obligor; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with such Obligor; (k) Liens on property existing at the time of acquisition thereof by any Obligor, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to (i) any Accounts or Inventory or (ii) any property other than the property so acquired by such Obligor; (l) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations; (m) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Debt), leases, or other similar obligations arising in the ordinary course of business; (n) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Debt, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by any Obligor; (o) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (p) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations; (q) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense, including any interest of a Licensor in any License; (r) Liens arising from UCC financing statements regarding operating leases or consignments; (s) Liens securing Refinancing Debt of the Senior Note Debt; provided that any such Liens are (i) limited to the collateral securing the Obligations and do not extend to any other assets of the Parent and its Subsidiaries and (ii) expressly subordinated to the Liens securing the Obligations and subject to an intercreditor agreement, in form and substance and on terms and conditions, reasonably acceptable to Agent and the Co-Collateral Agents, and such intercreditor agreement is in full force and effect; (t) Liens for assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP; (u) carriers'’, warehousemen's, landlord's’s, mechanics’, materialmen's’s, repairmen's or ’s and other like Liens imposed by law, arising in the Ordinary Course ordinary course of Business that secure business and securing obligations that are not overdue for a period of by more than 30 days or are being Properly Contested; (kv) Liens securing deposits in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject ordinary course of business to the terms of the Intercreditor Agreementsecure liability to insurance carriers; (lw) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueordinary course of business; (mx) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage amounts incurred in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (y) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedsecuring Refinancing Debt in respect thereof; and (nz) Liens in favor the licensing of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined Intellectual Property to third Persons on reasonable and customary terms in the Revolver Loan Agreement)ordinary course of business consistent with past practice; provided that such licensing does not (i) materially interfere with the business of the Parent or any other Obligor or (ii) interfere with the Agent’s liens or security interests or the Agent’s right to dispose of any Collateral subject to such Intellectual Property.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and Refinancing Debt in respect thereof; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA, or with respect to any Plan, Pension Plan or Multiemployer Plan, the Code) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation (other than a Mortgage) and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens in favor the Third Lien Creditors in respect the Third Lien Obligations (and Refinancing Debt in respect thereof) to the extent permitted under, warehousemen'sand subject in all respects to, landlord'sthe Third Lien Subordination Agreement (or a replacement or successor subordination agreement substantially in the form of the Third Lien Subordination Agreement or in such other form acceptable to the Agent); (k) existing Liens shown on Schedule 10.2.2., mechanicsprovided that any such Lien shall only secure the Indebtedness that it secures on the Restatement Effective Date and any Refinancing Debt in respect thereof; (l) leases, materialmen'slicenses, repairmen's subleases or other like Liens arising sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for a period interfere in any material respect with the business of more than 30 days the Parent or are being Properly Contestedthe Restricted Subsidiaries; (km) Liens securing arising from UCC financing statements filed regarding (i) operating leases entered into by a Borrower or Subsidiary in the Debt that is permitted under Section 9.2.1(f); provided that Ordinary Course of Business and (ii) goods consigned or entrusted to or bailed to a Person in connection with the processing, reprocessing, recycling or tolling of such Liens are at all times subject to the terms of the Intercreditor Agreementgoods; (ln) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mo) existing Liens shown solely on Schedule 9.2.2 any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement; (p) any other Liens which do not attach to Accounts, Inventory or Intellectual Property and replacement Liens on do not in the property subject aggregate secure obligations in aggregate principal amount in not to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedexceed $250,000; and (nq) Liens in favor of Borrower ABL Revolver Agent to secure the ABL Revolver Obligations (or Refinancing Debt in respect of its consignment interests encumbering its Consigned Inventory thereof), subject to the Intercreditor Agreement (as defined or a replacement or successor intercreditor agreement substantially in the Revolver Loan Agreementform of the Intercreditor Agreement or in such other form acceptable to the Agent).

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Uniform Commercial Code Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any Requirement of Law its Subsidiaries, as lessee, in favor of any jurisdiction, mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii); (xiii) Liens constituting leasehold or license interests held by a financing statement (lessee or licensee in respect of leases or licenses made by the equivalent thereof) that names it Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder lessor or licensor with respect to file intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such financing statement (or Subsidiary in the equivalent thereof) other than, as to all ordinary course of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agentits business consistent with past practices; (bxiv) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due constituting leasehold or being Properly Contested; (d) statutory Liens (other than Liens for Taxes similar interests of sublessees, time share participants or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required users in respect of any aircraft owned or provided leased by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, Borrower or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionSubsidiary; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kxv) Liens securing constituting options of Persons other than the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject Borrower or any Subsidiary to the terms purchase Capital Stock of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any non-wholly owned Subsidiary.

Permitted Liens. CreateThe Issuer will not, incurand will not permit Emmis OpCo or any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (kother than in respect of de minimus amounts); or (e) Liens securing sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the Debt that is permitted under Section 9.2.1(fdefinition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that such Liens are at all times subject Emmis OpCo or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist any Lien, deposit, pledge, encumbrance, security agreement or mortgage (1) to the terms extent expressly permitted by §10.2.1 of the Intercreditor Agreement; OpCo Credit Agreement (land any permitted amendment thereto) Liens and (2) for the avoidance of doubt, in favor of customs the OpCo Lenders and revenue authorities arising as a matter of law which OpCo Administrative Agent to secure payment of customs duties in connection with the importation of goodsOpCo Obligations under the OpCo Credit Agreement, but only and any Permitted Refinancing Indebtedness; provided further that this §10.2.1 shall not apply to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens liens granted on the property subject to such LiensSubject Preferred Stock or the Issuer’s or Emmis OpCo’s right, but only to the extent that the amount of debt secured thereby, title and the property secured thereby, shall not be increased; and (n) Liens interest in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any TRS Transaction.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c)secured the Second Lien Obligations to the extent the same are subordinated to the Liens in favor of Agent; (c) Purchase Money Liens securing Permitted Purchase Money Debt; (d) Liens for Taxes not yet due and payable or being Properly Contested; (de) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (ef) Liens incurred or deposits of cash made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, Hedging Agreements, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue in respect of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property judgments that would not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault hereunder; (hi) easements, rights-of-way, restrictions (including zoning restrictions), covenants or conditions, building code laws, covenants, other agreements of record, encroachments, protrusions and other similar encumbrances and other minor title defects affecting Real Estate, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere in any material respect with the Ordinary Course of BusinessBusiness or impair Agent’s Lien on Real Estate in any material respect, taken as a whole, and any exceptions on the final mortgagee title insurance policy issued in connection with any Mortgage; and such other minor defects of title or survey matters that are disclosed by current surveys that do not materially interfere with the current use of the Real Estate and do not otherwise impair Agent’s Lien on Real Estate in any material respect; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'pledges or deposits of cash in the Ordinary Course of Business in connection with workers’ compensation, warehousemen'sunemployment insurance and other social security legislation, landlord's, mechanics, materialmen's, repairmen's or other like than any Lien imposed by ERISA; (l) Liens securing Debt permitted under Section 10.2.1(e); (m) Liens arising in the Ordinary Course of Business that secure obligations that in favor of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising under Applicable Law in the Ordinary Course of Business which are not overdue for a period of more than 30 60 days or which are being Properly Contested; (kn) Liens securing incurred in favor of insurance companies (or their financing affiliates) in connection with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to financing of insurance premiums in the terms Ordinary Course of the Intercreditor AgreementBusiness; (lo) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor under any lease permitted hereunder; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (q) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business or to the extent permitted under the Loan Documents; (r) any zoning restrictions or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate not materially detracting from the value of such Real Estate; (s) licenses of patents, trademarks and other intellectual property rights granted by Borrowers or any of their Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Borrowers or such Subsidiary; (t) Liens incurred in the Ordinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Borrowed Money); (u) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mv) Liens in favor of any grower securing payment obligations to such grower which are not past due for a period of more than 60 days, subject to establishment by Agent of an appropriate Grower Reserve; (w) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement Liens securing Refinancing Debt; provided, that, any Liens relating to such Refinancing Debt shall only attach to the Property which was subject to the Liens so refinanced; (x) Possessory Liens in favor of brokers and dealers arising in connection with the acquisition of disposition of Investments that are not Restricted Investments; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the Ordinary Course of Business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing; (y) Liens on property in existence at the time such property subject is acquired pursuant to a Permitted Acquisition or on such Liens, but only property of a Subsidiary of an Obligor in existence at the time such Subsidiary is acquired pursuant to the extent a Permitted Acquisition; provided that the amount such Liens are not incurred in connection with or in anticipation of debt secured thereby, such Permitted Acquisition and the property secured thereby, shall do not be increasedattach to any other assets of any Loan Party or any Subsidiary; and (nz) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined licenses, sublicenses, leases or subleases granted to third parties in the Revolver Loan Agreement)Ordinary Course of Business or not materially interfering with the business of the Borrowers or any Subsidiary.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Borrower, or any Property of Borrowers or their Subsidiariesa Borrower, as long as such Liens are (i) (x) in existence for less than 20 45 consecutive days or being Properly Contested, Contested and (iiy) at all times junior to Agent's ’s Liens; (ii) not Liens which attach to the Collateral or (iii) an encumbrance against Collateral with a Value of less than $10,000,000 in the aggregate; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens securing the replacement, extension or renewal of any Lien permitted by clause (j) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt that is permitted under Section 9.2.1(fsecured thereby (without increase in the amount thereof); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens on any Real Estate, fixtures, and/or Equipment pledged to secure Debt permitted by Sections 10.2.1(b), (j), (o) and (p) or any Refinancing Debt relating thereto; provided that, any Debt secured by a Lien permitted by this clause (l) shall be subject to a collateral access agreement in favor of customs form and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only substance reasonably satisfactory to the extent such Liens secure amounts not yet due;Agent; and (m) Liens existing Liens shown on Schedule 9.2.2 and replacement Liens on Property at the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect time of its consignment interests encumbering its Consigned Inventory (acquisition by a Borrower pursuant to a Permitted Acquisition, so long as defined such Liens are not created in the Revolver Loan Agreement)contemplation of such Acquisition.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) non-consenual, possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) Liens on assets of Universal to secure Debt under the Overdraft Facility; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) other Liens securing existing on the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs date hereof and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Propertyproperty or assets, whether now owned or hereafter acquiredexcept the following Liens (provided, file or authorize that, in the filing under the Uniform Commercial Code or any Requirement of Law case of any jurisdictionLiens created or arising at any time on or after the Petition Date, a financing statement (such Liens shall only be permitted hereunder if no Default or the equivalent thereof) that names it Event of Default shall exist or any of its Subsidiaries be continuing as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the abovetime that such Lien is to be created or to arise, the following or shall occur upon, or as a result of, such Lien being created or arising) (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentthe Administrative Agent (for the benefit of the Secured Parties) granted pursuant to the Loan Documents and the DIP Orders to secure the Obligations; (b) Liens in favor of the Prepetition Secured Parties securing the Debt that is permitted under pursuant to Section 9.2.1(c10.2.1(b), so long as any such Lien pursuant to this clause (b) on any First-Priority DIP Collateral shall be subordinate to the Administrative Agent’s and the Secured Parties’ Liens thereon as set forth in the DIP Orders; (c) Liens for Taxes (including real estate taxes) not yet due or being Properly Contested; (d) statutory or common law Liens of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but but, with respect to any of the foregoing arising after the Petition Date, only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property real or personal property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) customary Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, surety, stay, customs, and appeal bonds, performance bonds, and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) pledges, deposits, or Liens arising in the Ordinary Course of Business that are subject in connection with (i) workers’ compensation, payroll taxes, unemployment insurance, and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Lien WaiversBorrower, the Obligors, or any of the Subsidiaries; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Obligor, or any Property real or personal property of Borrowers or their Subsidiariesan Obligor, as long as such Liens are (i) judgment does not otherwise result in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensan Event of Default under Section 11.1(h); (h) easements, rights-of-way, restrictions, covenants encroachments, other survey defects or matters that would be shown by a current, accurate survey of physical inspection, and covenants, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions, or other agreements of record, and other similar charges charges, encumbrances or encumbrances irregularities in title on any Subject Real Estate, Property imposed by law or arising in the Ordinary Course of Business that do not or could not reasonably be expected to materially detract from the value of the affected property nor secure any monetary obligation and do not interfere with the Ordinary Course business of Businessthe Obligors in any material respect; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'without duplication of any other Liens set forth in this Section 10.2.2, warehousemen'sLiens that are listed on Schedule 10.2.2 hereto, landlord'sto the extent such Liens are existing, mechanicsvalid, materialmen'sfully perfected and non-avoidable as of the Petition Date (or were properly perfected subsequent to the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code) (the “Permitted Prior Liens”), repairmen's or other like which such Permitted Prior Liens arising shall be subject to the priority set forth in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedDIP Orders; (k) Liens securing leases, non-exclusive licenses, subleases or non-exclusive sublicenses granted to others that do not (i) interfere in any material respect with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to business of Borrower or the terms of the Intercreditor AgreementSubsidiaries or (ii) secure any Debt; (l) Liens arising from UCC financing statements filed regarding operating leases entered into by an Obligor; (m) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Obligor or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited by this Agreement; (o) Post-Petition Liens on the DIP Collateral in favor of the Prepetition Secured Parties and the Prepetition secured equipment lenders, in each case, granted as adequate protection liens pursuant to the DIP Orders, but only to the extent such Liens secure amounts not yet dueare expressly permitted pursuant to the DIP Orders and, in the case of the First-Priority DIP Collateral, are junior in priority to the Administrative Agent’s Liens securing the Obligations hereunder; (mp) existing Liens shown arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Obligor in the Ordinary Course of Business permitted by this Agreement; (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes; (r) ▇▇▇▇▇ (i) on Schedule 9.2.2 cash advances in favor of the seller of any property to be acquired in an Investment permitted hereunder to be applied against the purchase price for such Investment and replacement (ii) consisting of an agreement to dispose of any property in an Asset Disposition permitted hereunder, to the extent that such Asset Disposition would have been permitted on the date of the creation of such ▇▇▇▇; (s) ground leases in respect of any Real Estate (other than (x) any ground leases demised by an Obligor or Subsidiary, as the lessor thereunder, of any Subject Real Property and (y) any ground leases demised to any Obligor, as the lessee thereunder, in each case, unless otherwise consented to in writing by the Administrative Agent) on which facilities owned or leased by any of the Obligors are located; provided that with respect to any Real Estate owned by any of the Obligors and demised pursuant to a ground lease by an Obligor or Subsidiary as the lessor thereunder, such ground leases are fully subordinate to the Administrative Agent’s Lien thereon (if any); (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto not to exceed the amount of such premiums in the Ordinary Course of Business; (u) Liens on specific items of inventory or other goods (in each case, other than any Obligor’s Bitcoin and other Cryptocurrencies) and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (v) deposits of cash with the owner or lessor of premises leased and operated by any Obligor to secure the performance of such Obligor’s obligations under the terms of the lease for such premises in the Ordinary Course of Business and if occurring after the Petition Date, such deposits are permitted pursuant to the Approved Budget; (w) Purchase Money Liens in respect of Purchase Money Debt permitted to be incurred under Section 10.2.1(c); (x) other than with respect to any First-Priority DIP Collateral, Liens on property subject to any sale-leaseback transaction not prohibited hereunder and the general intangibles related thereto, in each case, solely to the extent securing any obligations owing under such transaction; (y) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (z) Liens existing on property at the time of its acquisition by an Obligor in accordance herewith, or existing on the property of any Person at the time such Person becomes an Obligor in accordance herewith, in either case, after the Closing Date, so long as such Lien is limited to such property so acquired and, in all cases, excluding Liens on the Equity Interests of any Person that becomes a Subsidiary; (aa) Liens granted or arising prior to the Petition Date, to the extent such Liens are existing, valid, fully perfected and non-avoidable as of the Petition Date; provided that the aggregate amount of Debt secured by such Liens at any time shall not exceed $100,000 at any time outstanding without the Required Lenders’ consent; (bb) Liens (which shall rank junior to the Liens securing the Obligations) upon the specific real or personal property leased under operating leases in the Ordinary Course of Business by Borrower or any of its Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of Borrower or any of its Subsidiaries under or in respect of such lease and extending to or covering only the property subject to such Liens, but only lease and improvements thereon; (cc) Liens that are contractual rights of set-off or rights of pledge (i) relating to the extent that establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the amount issuance of debt secured therebyDebt, (ii) relating to pooled deposit or sweep accounts of Borrower or any of the other Obligors to permit satisfaction of overdraft or similar obligations incurred in the in the Ordinary Course of Business of Borrower or any of the other Obligors or (iii) relating to purchase orders and other agreements entered into with customers of any Subsidiary in the property secured therebyOrdinary Course of Business; (dd) Liens on cash and Cash Equivalents securing reimbursement obligations under letters of credit permitted hereunder; (ee) Liens in connection with any zoning, shall not be increasedbuilding or similar requirement of law or right reserved to or vested in any Governmental Authority to control or regulate the use of any or dimensions of any Subject Real Property or the structure thereon; and (nff) Liens in favor Liens, if any, on affected Bitcoin securing any Permitted BTC Hedging Agreement. For the avoidance of Borrower in doubt, notwithstanding anything else herein to the contrary, no Lien on any property or assets of any Obligor (including any Permitted Lien or Permitted Prior Lien (except, other than with respect of its consignment interests encumbering its Consigned Inventory to the First-Priority DIP Collateral, any Prior Senior Lien (as defined in the Revolver Loan AgreementDIP Orders), if and solely to the extent provided pursuant to the DIP Order) shall rank pari passu with, or senior to, any Lien thereon granted in favor of the Administrative Agent or otherwise securing any of the Obligations.

Permitted Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any property, revenues or with respect to other assets, present or future, of any Obligor or any of its PropertySubsidiaries, whether now owned except for the following (collectively, “Permitted Liens”): (i) the IFC Security; (ii) Liens in existence on the date hereof which are listed, and the property subject thereto described, in Annex G; provided that (A) such Liens shall not apply to any other property or hereafter acquired, file or authorize asset of the filing under the Uniform Commercial Code Borrower or any Requirement Subsidiary and (B) such Liens shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (iii) any Lien arising from any tax, assessment or other governmental charge or other Lien arising by operation of Law law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as: (A) those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any jurisdictionmaterial asset(s), a financing statement (title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the equivalent thereofimplementation of the Transactions or the carrying on of the business or Operations of each Obligor and its Subsidiaries; and (B) the applicable Obligor has set aside adequate reserves sufficient to promptly pay in full any amounts that names it such Obligor may be ordered to pay on final determination of any such proceedings; (iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 6.02(o); (v) Liens over export agreements and/or accounts receivables generated by sales or exports of products or entered into by any Obligor or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such in the ordinary course of business, securing pre-export financing statement (facilities provided by lenders or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agenttrusts; (bvi) Liens securing on fixed or capital assets acquired, constructed or improved by any Obligor or any Subsidiary; provided that (A) such security interests secure Financial Debt that permitted by Section 5.02(b), (B) such security interests and the Financial Debt secured thereby are incurred prior to or within 30 days after such acquisition or the completion of such construction or improvement, (C) the Financial Debt secured thereby does not exceed the cost or fair market value, whichever is permitted under Section 9.2.1(c)lower, of the fixed or capital assets being acquired, constructed or improved and (D) such security interests shall not apply to any other property or assets of any Obligor or any Subsidiary; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hvii) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies, in each case not secure any monetary obligation securing Financial Debt and do not interfere materially interfering with the Ordinary Course conduct of Business; (i) normal the business and customary rights Operations of setoff upon deposits in favor any applicable Obligor or any of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionits Subsidiaries; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kviii) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are obligations at all times subject to the terms no time exceeding 20% of the Intercreditor AgreementConsolidated fixed assets of the Original Obligors and their Subsidiaries in aggregate principal amount; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens any Lien (i) created under the Loan Documents and (ii) on cash or deposits granted in favor of Agentany Swingline Lender or any Issuing Bank hereunder to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made, under this Agreement, as applicable; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes that are not yet due or overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) which are being Properly ContestedContested or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of BusinessBusiness including landlord’s, but only carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the Ordinary Course of Business and securing obligations that are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) payment of the obligations secured thereby is not yet due or is which are being Properly Contested, and or (ii) such Liens do are subject to a Lien Waiver, or (iii) with respect to which the failure to make payment could not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesreasonably be expected to have a Material Adverse Effect; (ei) Liens incurred or pledges or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, trade contracts (other than for Borrowed Money), leases (other than Capital Leases), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts, statutory obligations financial assurances and other completion guarantees and similar obligations, including those incurred to secure health, safety and environmental obligations in the Ordinary Course of Business or arising as long as such Liens are at all times junior a result of progress payments under government contracts and (ii) obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to Agent's Liens and are required or provided by lawsupport payment of the items set forth in clause (i) of this Section 10.2.2(e); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Parent or their its Subsidiaries, or any Property of Borrowers Parent or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensnot constituting an Event of Default; (h) (i) easements, rights-of-way, restrictions, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation Borrowed money and do not materially interfere with the Ordinary Course of Business and (ii) Liens and other matters disclosed in any mortgagee title policy and any replacement, modification, extension or renewal of such Lien; (i) contractual rights of set-off (A) relating to the establishment of depository relationships with banks not given in connection with the issuance of Debt for borrowed money, (B) relating to pooled deposit, sweep accounts and netting arrangements of Parent and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and (C) relating to purchase orders and other agreements entered into with customers of Parent and its Subsidiaries in the Ordinary Course of Business and (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights (including overdraft protection); (j) Liens in favor of a Flooring Lender so long as such Liens do not attach to any assets of a Borrower other than the Inventory floored by such Flooring Lender and the proceeds and products thereto; (k) Liens securing only the Real Estate owned by a Borrower to secure Debt permitted under Section 10.2.1(h); (l) existing Liens shown on Schedule 10.2.2, and any refinancing, modification, replacement, renewal or extension thereof; provided, that the Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated in the property covered by such Lien and the proceeds and products thereof; (m) Liens on the Equity Interests of Parent which are held by Parent, to the extent such Equity Interests are deemed to be Margin Stock; (n) Liens on the Securitized Contracts of a Securitization Subsidiary and Liens on the assets of a Securitization Subsidiary, in each case, in favor of a Permitted ABS Agent and subject to a Permitted ABS Intercreditor Agreement; (o) Security interests as described in 9-109(a)(3) of the UCC created in connection with sales of accounts, chattel paper, payment intangibles or promissory notes permitted by or not otherwise prohibited by this Agreement or any other Loan Document; (p) any interest or title of a lessor, sublessor, licensor or sublicensee under any leases, subleases, licenses or sublicenses entered into by Parent or any Subsidiary in the Ordinary Course of Business; (q) (i) normal and customary rights leases, subleases, licenses or sublicenses of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising property in the Ordinary Course of Business that secure obligations that are not overdue for or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Parent or any Subsidiary or by a period of more than 30 days statutory provision to terminate any such lease, license, franchise, grant or are being Properly Contestedpermit or to require periodic payments as a condition to the continuance thereof; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lr) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (s) Liens (i) arising out of conditional sale, but only title retention, consignment or similar arrangements for sale of goods entered into by Parent or the Subsidiaries in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the Uniform Commercial Code; (t) Liens on insurance policies and the proceeds thereof securing the financing of Debt permitted pursuant to Section 10.2.1(t)(i); (u) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by Parent or any Subsidiary are located; (v) Liens securing obligations under Hedging Agreements permitted by Section 10.2.1(o); (w) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (x) Liens deemed to exist in connection with permitted repurchase obligations or set-off rights; (y) Liens securing Debt permitted under Section 10.2.1(e); provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such acquisition and such Liens shall be limited to all or part of the same assets (including after acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens secure amounts not yet duearose) that secured the obligations to which the original Liens relate (plus improvements on such Property); (mz) existing Liens shown securing obligations in respect of letters of credit, banker’s acceptances, bank guarantees or similar instruments permitted under Sections 10.2.1(p), (x) and (z); (aa) Liens (i) solely on Schedule 9.2.2 any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or cash equivalents in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Permitted Acquisition or other Investment permitted hereunder and replacement (ii)consisting of an agreement to dispose of any property in a transaction permitted hereunder; (bb) Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedarising from precautionary UCC financing statements (or similar filings under Applicable Law) regarding operating leases or consignment or bailee arrangements; and (ncc) other Liens in favor with respect to property or assets of Borrower in respect Parent or any of its consignment interests encumbering its Consigned Inventory (as defined Subsidiaries; provided that the aggregate principal amount of the Debt or other obligations secured by such Liens does not exceed $50,000,000 at any time outstanding; provided, further, that if such Liens attach to any Collateral included in the Revolver Loan Agreement)Borrowing Base, such Liens will be subject to an intercreditor agreement in form and substance satisfactory to Agent.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 twenty (20) consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising as set forth in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedSenior Notes Documents as in effect on the Closing Date; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject obligations (other than Debt) in an aggregate outstanding amount not to the terms of the Intercreditor Agreementexceed $1,000,000; (l) Liens (i) on property of a Person existing at the time such Person is merged with or into or consolidated with a Borrower or a Subsidiary, or becomes a Subsidiary (and not created or incurred in anticipation of such transaction) or (ii) securing Debt permitted by Section 10.2.1(f)(4), provided that, in each case, such Liens are not extended to the property and assets of Borrowers and Subsidiaries other than the property or assets acquired or the property or assets of the Subsidiary acquired subject to the limitations set forth in Section 10.2.1(f); (m) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs custom duties in connection with the importation of goods, but only to goods incurred in the extent such Liens secure amounts not yet due; Ordinary Course of Business; and (mn) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. CreateCAI will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; provided that precautionary assignments on assets sold by the Uniform Commercial Code or any Requirement Borrowers to Persons who are not Affiliates of Law of any jurisdiction, a financing statement the Borrower (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other thanin each case, as to all permitted hereunder) and subsequently managed by the Borrowers shall not be considered a Lien upon the property or assets of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; Borrowers; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contestedclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of CAI on all or part of the assets of Subsidiaries of CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of CAI to CAI; (kii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(e), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Debt Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under Section 9.2.1(f§9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrowers or a Subsidiary under §9.1(e); (xiii) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(l); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are at all times subject reasonably necessary for the operation of its respective businesses or relating to the terms administration and management of the Intercreditor Agreement; (l) Liens assets included in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Borrowing Base and/or the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedDomestic Borrowing Base; and (nxiv) Liens in favor incurred by a Securitization Entity on assets of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreementsuch Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens on Cure Leasing Collateral securing the Debt that is permitted under Section 9.2.1(f)only Permitted Cure Leasing Debt; provided that such Liens are at all times subject to the terms of the Intercreditor Agreement;and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but on AmeriQuest Remarketing Collateral securing only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Permitted AmeriQuest Remarketing Debt.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly ContestedContested and Liens for Taxes not more than 30 days past due; (d) statutory Liens and Liens securing the claims or demands of materialmen, mechanics, carrier’s, warehousemen, landlords and other similar Persons (other than including Grower Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet more than 30 days past due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary, and (iii) if such Liens arise from the nonpayment of any claim or demand which is not more than 30 days past due and which is not being Properly Contested, then the aggregate amount of all such claims and demands secured by such Liens does not exceed $20,000,000 at any time in existence; (e) Liens on cash or Cash Equivalents incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising in favor of any counter party to a commodity Hedging Agreement entered into by virtue an Obligor in the Ordinary Course of a judgment or judicial order against Borrowers or their SubsidiariesBusiness and not prohibited by this Agreement, or any Property of Borrowers or their Subsidiaries, as long as provided that such Liens are (i) do not at any time encumber any property or asset other than cash in existence for less than 20 consecutive days or being Properly Contested, an amount not to exceed the aggregate amount thereof reasonably required by the counter party to secure the obligations of such Obligor under such commodity Hedging Agreement and (ii) at all times junior to Agent's Liensare not evidenced by any UCC financing statement or similar filing; (h) reservations, exceptions, encroachments, easements, rights-of-way, restrictions, covenants covenants, conditions, leases or other title exceptions and agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'any interest, warehousemen's, landlord's, mechanics, materialmen's, repairmen's lien or other like Liens arising title of a lessor or licensor under any lease or license entered into by any Borrower or any of its Subsidiaries (and not prohibited by this Agreement) in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedpermitted by Section 10.2.1(l) and covering only the property or assets so leased or licensed; (k) Liens securing rights of lessees of property or assets owned by any Borrower or any of its Subsidiaries, in each case as lessor, not interfering with the Debt that is permitted under Section 9.2.1(f); provided that normal conduct of such Liens are at all times subject Borrower’s or such Subsidiary’s business, in each case relating to leases entered into in the terms Ordinary Course of Business (and not prohibited by this Agreement) and relating to only the Intercreditor Agreementproperty or assets so leased; (l) Liens in favor of customs arising from judgments and revenue authorities arising as a matter of law which secure payment of customs duties attachments in connection with court proceedings, provided that the importation attachment or enforcement of goods, but only to the extent such Liens secure amounts would not yet dueresult in an Event of Default hereunder, such Liens (and the related judgments or attachments) are being Properly Contested, and a stay of execution pending appeal or proceeding for review is in effect; (m) Liens existing Liens as of the Closing Date and shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby10.2.2, and Liens resulting from the property refinancing of the related Debt secured therebyby such Liens as of the Closing Date, shall not be increased; andprovided that (i) such related Debt is shown on Schedule 10.2.1, (ii) such related Debt being refinanced is Refinancing Debt and (iii) such Refinancing Debt and Liens resulting therefrom satisfy all Refinancing Conditions. (n) Liens on the Gramercy Assets and any other Real Estate not required by this Agreement to be subject to a Mortgage, provided that none of such Liens on the Gramercy Assets shall secure any Debt for Borrowed Money of Parent or any Subsidiary; and (o) any negative pledge, right or restriction (including put and call arrangements) with respect to Equity Interests in favor any joint venture other than LSR pursuant to any agreement governing such joint venture (provided, however, that, for the avoidance of Borrower doubt, the grant of a security interest in respect any Equity Interests in any Joint Venture other than LSR is not permitted by this clause (o)). Notwithstanding anything to the contrary contained herein, in no event shall any Obligor grant a security interest in or any Lien on any Equity Interests in any Joint Venture or other joint venture, other than a security interest in and Lien on the Equity Interests of its consignment interests encumbering its Consigned Inventory (as defined LSR granted to Agent in the Revolver Loan accordance with this Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens any Lien (i) created under the Loan Documents and (ii) on cash or deposits granted in favor of Agentany Swingline Lender or any Issuing Bank hereunder to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made, under this Agreement, as applicable; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes that are not yet due or overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) which are being Properly ContestedContested or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of BusinessBusiness including landlord’s, but only carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the Ordinary Course of Business and securing obligations that are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) payment of the obligations secured thereby is not yet due or is which are being Properly Contested, and or (ii) such Liens do are subject to a Lien Waiver, or (iii) with respect to which the failure to make payment could not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesreasonably be expected to have a Material Adverse Effect; (ei) Liens incurred or pledges or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, trade contracts (other than for Borrowed Money), leases (other than Capital Leases), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts, statutory obligations financial assurances and other completion guarantees and similar obligations, including those incurred to secure health, safety and environmental obligations in the Ordinary Course of Business or arising as long as such Liens are at all times junior a result of progress payments under government contracts and (ii) obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to Agent's Liens and are required or provided by lawsupport payment of the items set forth in clause (i) of this Section 10.2.2(e); (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Parent or their its Subsidiaries, or any Property of Borrowers Parent or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensnot constituting an Event of Default; (h) (i) easements, rights-of-way, restrictions, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation Borrowed money and do not materially interfere with the Ordinary Course of Business and (ii) Liens and other matters disclosed in any mortgagee title policy and any replacement, modification, extension or renewal of such Lien; (i) contractual rights of set-off (A) relating to the establishment of depository relationships with banks not given in connection with the issuance of Debt for borrowed money, (B) relating to pooled deposit, sweep accounts and netting arrangements of Parent and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and (C) relating to purchase orders and other agreements entered into with customers of Parent and its Subsidiaries in the Ordinary Course of Business and (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights (including overdraft protection); (j) Liens in favor of a Flooring Lender so long as such Liens do not attach to any assets of a Borrower other than the Inventory floored by such Flooring Lender and the proceeds and products thereto; (k) Liens securing only the Real Estate owned by a Borrower to secure Debt permitted under Section 10.2.1(h); (l) existing Liens shown on Schedule 10.2.2, and any refinancing, modification, replacement, renewal or extension thereof; provided, that the Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated in the property covered by such Lien and the proceeds and products thereof; (m) Liens on the Equity Interests of Parent which are held by Parent, to the extent such Equity Interests are deemed to be Margin Stock; (n) Liens on the Securitized Contracts of a Securitization Subsidiary and Liens on the assets of a Securitization Subsidiary, in each case, in favor of a Permitted ABS Agent and subject to a Permitted ABS Intercreditor Agreement; (o) Security interests as described in 9-109(a)(3) of the UCC created in connection with sales of accounts, chattel paper, payment intangibles or promissory notes permitted by or not otherwise prohibited by this Agreement or any other Loan Document; (p) any interest or title of a lessor, sublessor, licensor or sublicensee under any leases, subleases, licenses or sublicenses entered into by Parent or any Subsidiary in the Ordinary Course of Business; (q) (i) normal and customary rights leases, subleases, licenses or sublicenses of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising property in the Ordinary Course of Business that secure obligations that are not overdue for or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Parent or any Subsidiary or by a period of more than 30 days statutory provision to terminate any such lease, license, franchise, grant or are being Properly Contestedpermit or to require periodic payments as a condition to the continuance thereof; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lr) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (s) Liens (i) arising out of conditional sale, but only title retention, consignment or similar arrangements for sale of goods entered into by Parent or the Subsidiaries in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the Uniform Commercial Code; (t) Liens on insurance policies and the proceeds thereof securing the financing of Debt permitted pursuant to Section 10.2.1(t)(i); (u) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by Parent or any Subsidiary are located; (v) Liens securing obligations under Hedging Agreements permitted by Section 10.2.1(o); (w) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (x) Liens deemed to exist in connection with permitted repurchase obligations or set-off rights; (y) Liens securing Debt permitted under Section 10.2.1(e); provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such acquisition and such Liens shall be limited to all or part of the same assets (including after acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens secure amounts not yet duearose) that secured the obligations to which the original Liens relate (plus improvements on such Property); (mz) existing Liens shown securing obligations in respect of letters of credit, banker’s acceptances, bank guarantees or similar instruments permitted under Sections 10.2.1(p), (x) and (z); (aa) Liens (i) solely on Schedule 9.2.2 any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or cash equivalents in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Permitted Acquisition or other Investment permitted hereunder and replacement (ii) consisting of an agreement to dispose of any property in a transaction permitted hereunder; (bb) Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedarising from precautionary UCC financing statements (or similar filings under Applicable Law) regarding operating leases or consignment or bailee arrangements; and (ncc) other Liens with respect to property or assets of Parent or any of its Subsidiaries; provided that the aggregate principal amount of the Debt or other obligations secured by such Liens does not exceed $50,000,000 at any time outstanding; provided, further, that if such Liens attach to any Collateral included in the Borrowing Base, such Liens will be subject to an intercreditor agreement in form and substance satisfactory to Agent. (dd) Liens in favor on cash collateral (including all interest, dividends, earnings and other proceeds earned thereon) to secure contingent obligations under the Existing BAML Letters of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in Credit and the Revolver Loan Agreement)Existing BAML Bank Products.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) existing Liens securing Debt shown on Schedule 10.2.2 and extensions, renewals, refundings and replacements thereof; provided that is permitted under Section 9.2.1(c)any such extension, renewal, refunding or replacement of any such Lien shall be limited to the Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement Lien shall be in an amount not greater than the amount of the obligations then secured by the Lien extended, renewed, refunded or replaced; (c) Liens for Taxes not yet due or being Properly ContestedCustomary Permitted Liens; (d) statutory Purchase Money Liens (other than securing Debt permitted under Section 10.2.1(d); provided that such Purchase Money Liens for Taxes or imposed under ERISA) arising in are created within 90 days after the Ordinary Course of Business, but only if (i) payment incurrence of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesrelated Debt; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (f) certain statutory and contractual rights of retention on the Inventory of Parent and its Restricted Subsidiaries located outside of the U.S. which are subordinate to Agent’s security interest therein; (g) Liens arising from judgments, decrees or attachments under circumstances that do not otherwise result in an Event of Default; (h) Liens arising from precautionary UCC-1 financing statement filings (or the equivalent in other jurisdictions) regarding Operating Leases covering only the Property subject thereto; (i) any Lien in connection with a Permitted Acquisition on or affecting any Property acquired by Parent or any of its Restricted Subsidiaries or Property of any acquired Restricted Subsidiary or Person which becomes a Restricted Subsidiary after the Closing Date of this Agreement (or any other Person such Person merges with) or Property of such Person’s Restricted Subsidiaries; andprovided, that (i) such Lien is created prior to the date on which such Person becomes a Restricted Subsidiary or such Property was acquired, (ii) the Lien was not created in contemplation of such Permitted Acquisition, and (iii) to the extent such Lien secures Debt, such Debt is permitted pursuant to Section 10.2.1(q); (j) carriers'Liens upon cash or Cash Equivalents securing obligations owing by Parent or any Restricted Subsidiary to Agent, warehousemen'sa Lender or an Affiliate thereof that arise as a result of the termination of a Hedging Agreement in respect of interest rates permitted hereunder to which Parent or any Restricted Subsidiary, landlord'sas applicable, mechanicsand Agent, materialmen'sa Lender, repairmen's or other like Liens arising in an Affiliate thereof, as applicable, were subject; provided that such Lien shall run solely for the Ordinary Course benefit of Business that secure obligations that are not overdue for a period of more than 30 days Agent, the Lender or are being Properly Contestedthe Affiliate thereof, as applicable; (k) Liens securing the Permitted Term Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor AgreementAgreement or another intercreditor agreement in form and substance reasonably satisfactory to Agent; (l) Liens on Property of the Bolzoni Entities in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only an aggregate principal amount not to the extent such Liens secure amounts not yet dueexceed EUR 75,000,000 at any time; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on (i) Inventory of Foreign Restricted Subsidiaries securing Debt permitted under Section 10.2.1(p) and (ii) Inventory and related assets of U.S. Domiciled Obligors securing Debt permitted under Section10.2.1(r); provided, that such Liens are in compliance with the property subject to such Liensrequirements of Section 10.2.1(p) or Section 10.2.1(r), but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; andas applicable; (n) Liens on assets being disposed of in favor a transaction permitted by this Agreement prior to the effectiveness of Borrower the disposition consisting of the agreement by the owner of such assets to sell or otherwise dispose of the assets; (o) Liens on Property of non-Obligor Restricted Subsidiaries in respect of its consignment interests encumbering its Consigned Inventory an aggregate principal amount not to exceed $75,000,000 at any time; and (as defined p) in addition to Liens permitted by clauses (a) through (o) above, other Liens in an aggregate principal amount not to exceed $50,000,000 at any time; provided that Liens on any ABL Facility Priority Collateral shall not exceed $25,000,000 in the Revolver Loan Agreement)aggregate and so long as any such Liens on ABL Facility Priority Collateral are expressly subordinated and junior in right of payment to Full Payment of all Obligations on subordination terms satisfactory to Agent.

Permitted Liens. CreateThe Borrowers will not, incurand will not permit any of their Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, their property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested;claim or demand against it that if unpaid could by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrowers or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (li) Liens in favor of customs the Borrowers on all or part of the assets of Subsidiaries of the Borrowers securing Indebtedness owing by Subsidiaries of the Borrowers to the Borrowers; (ii) Liens to secure taxes, assessments and revenue authorities arising as a matter other government charges in respect of law which obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of customs duties judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrowers or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, PROVIDED that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrowers and their Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on SCHEDULE 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by ss.9.1(c), incurred in connection with the importation acquisition of goodssuch property, but which security interests or mortgages cover only to the extent such Liens secure amounts not yet duereal or personal property so acquired; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (nix) Liens in favor of Borrower the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (x) The Rolex Liens; (xi) Liens of a bank or financial institution with respect to funds deposited with such institution; (xii) Liens in respect favor of its consignment interests encumbering its Consigned Inventory (Citicorp USA, Inc. in existence immediately prior to the Closing Date that are paid and satisfied in full and released on the Closing Date as defined in a result of the Revolver application of a Borrower's cash on hand on the Closing Date and/or the proceeds of the Revolving Credit Loan Agreement)or the Tranche B Loan being made on the Closing Date.

Permitted Liens. Create(i) Liens existing on the date of this Agreement as shown on Exhibit E; (ii) Liens for taxes, incurassessments, assume governmental charges or suffer to exist any Lien upon claims which are not yet delinquent or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (iii) statutory Liens of landlords and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other like Liens arising in the ordinary course of business and with respect to any of its Propertyamounts not yet delinquent or being contested in good faith by appropriate proceedings, whether now owned and if a reserve or hereafter acquiredother appropriate provision, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other thanif any, as to all of the above, the following shall be required in conformity with GAAP shall have been made therefor; (collectively, "Permitted Liens"): (aiv) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) incurred or imposed under ERISA) arising deposits made in the Ordinary Course ordinary course of Businessbusiness in connection with workers' compensation, but only if unemployment insurance and other types of social security; (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (ev) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, statutory obligations performance and return-of-money bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising obligations of a like nature incurred in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; business (g) Liens arising by virtue exclusive of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property obligations for the payment of Borrowers or their Subsidiaries, as long as such Liens are borrowed money); (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hvi) easements, rights-of-way, restrictions, covenants minor defects or other agreements of record, irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure interfering in any monetary obligation and do not interfere material respect with the Ordinary Course business of Business; (i) normal and customary rights the Borrower or any of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items its Subsidiaries incurred in the ordinary course of collectionbusiness; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kvii) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject reimbursement obligations with respect to the terms documentary letters of the Intercreditor Agreement; (l) Liens in favor of customs credit which encumber documents and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the other property subject relating to such Liens, but only to the extent that the amount letters of debt secured thereby, credit and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).products and proceeds thereof;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentcreated pursuant to any Loan Document; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesany Obligor; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers[reserved]; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property to the extent such judgment does not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, Administrative Agent; (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a ▇▇▇▇▇▇; (l) normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens on amounts payable under insurance policies and deposits arising in the Ordinary Course of Business in connection with the financing of insurance premiums; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; (o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary in existence at the time such Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that secure (x) any Debt that is secured by such Liens is permitted hereunder and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Borrower or any Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Borrower or any Subsidiaries; (p) security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; (q) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments; (r) Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding; (s) the replacement, extension or renewal of any Permitted Lien; provided, that such Lien shall at no time be extended to cover any assets or property other than such assets or property subject thereto on the date such Lien was incurred; (t) Liens granted by Subsidiaries that are not overdue for a period of more than 30 days Obligors securing (i) Debt permitted to be incurred pursuant to Section 10.2.1(n), (q), (x) or (y) or (ii) any obligations not constituting Debt that are being Properly Contestedpermitted hereunder; (ku) existing Liens shown on Schedule 10.2.2; (v) Liens securing granted to the ABL Administrative Agent pursuant to the ABL Loan Documents and any Refinancing Debt that is permitted under Section 9.2.1(f); thereof, provided that such Liens are at all times the Administrative Agent, for the benefit of the Lenders, has a first priority Lien (subject to Permitted Liens) on the terms of Term Loan First Lien Collateral and a second priority Lien on the ABL Facility First Lien Collateral as set forth and governed by the Intercreditor Agreement; (lw) Liens in favor of customs with respect to those Accounts and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 related rights and replacement Liens on the property assets subject to such Liens, but only purchase pursuant to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedany Qualified Receivables Transaction; and (nx) Liens securing obligations in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined an aggregate principal amount not to exceed $10,000,000; provided, that, in the Revolver Loan Agreement)event such Liens are granted in Collateral such Liens are junior in priority to the Liens granted to the Administrative Agent.

Permitted Liens. Create, incurNo Loan Party or any of its Subsidiaries shall create, assume or suffer to exist any Lien upon or with respect to on any of its Property, whether Property now owned or hereafter acquiredacquired by it, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"):except: (a) Liens existing on the date of this Agreement that encumber Property and that secure Debt described in favor of AgentSection 6.06(c); (b) Liens securing Debt for Taxes or similar charges that is permitted under Section 9.2.1(c)are incurred in the ordinary course of business and that are not yet due and payable or are being properly contested in good faith pursuant to appropriate proceedings promptly commenced and diligently pursued; (c) Liens for Taxes not yet due Pledges or being Properly Contesteddeposits made in the ordinary course of business to secure payment of workers' compensation (or to participate in any fund in connection with workers' compensation), unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien prior to any Collateral Documents; (d) statutory Liens (of mechanics, materialmen, warehousemen, carriers or other than Liens for Taxes or imposed under ERISA) arising like Liens, securing obligations incurred in the Ordinary Course ordinary course of Business, but only if business that (i) payment of the obligations secured thereby is are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents or is being Properly Contested, and (ii) such Liens do not materially impair are being diligently contested in good faith pursuant to appropriate proceedings and with respect to which the value or use of the Property or materially impair operation of the business of Borrowers or their SubsidiariesLoan Party has established reserves reasonably satisfactory to Agent and which in no event shall become a Lien prior to any Collateral Documents; (e) Liens incurred good faith pledges or deposits made in the Ordinary Course ordinary course of Business business to secure the performance of government bids, tenders, bidscontracts (other than for the repayment of borrowed money) or leases, contractsnot in excess of 10% of the aggregate amount due or to become due thereunder, or to secure statutory obligations and obligations, or surety, appeal, indemnity, performance or other similar obligations, as long as such Liens are at all times junior bonds required in the ordinary course of business which in no event shall become a Lien prior to Agent's Liens and are required or provided by lawany Collateral Documents; (f) Liens any Lien arising in out of the Ordinary Course refinancing, extension, renewal or refunding of Business any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that are subject to (i) such Debt is not secured by any additional assets and (ii) the amount of such Debt secured by any such Lien Waiversis not increased; (g) Liens arising encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real estate, none of which materially impairs the use of such Property by virtue Borrower in the operation of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contestedits business, and (ii) at all times junior to Agent's Liensnone of which is violated in any material respect by existing or proposed restrictions on land use; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances Liens on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of BusinessMargin Stock; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens any Lien imposed as a result of a collecting bank on Payment Items in taking under the course exercise of collection; andthe power of eminent domain by any Governmental Authority or by any Person acting under Governmental Authority; (j) carriers'Liens securing reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like provided that such Liens arising are subordinated to the Liens described in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedSection 6.07(k); (k) Liens securing the Debt that is permitted granted to or created in favor of one or more Secured Parties under Section 9.2.1(f); provided that such Liens are at all times subject to the terms any of the Intercreditor AgreementLoan Documents; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goodssecuring Debt permitted by Section 6.06(d), but only to the extent provided that (i) such Liens secure amounts do not yet due;at any time encumber any Property other than Property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition, and (iii) such Liens attach to such Property concurrently with or within 90 days after the acquisition thereof; and (m) existing Liens shown on Schedule 9.2.2 and replacement Liens financing statements filed by equipment lessors, which identify specific equipment leased to a Borrower by such lessor. Notwithstanding anything contained in this Section 6.07 to the contrary, no Loan Party or any Subsidiary of a Loan Party shall create, assume or suffer to exist any Lien on the property subject to such Liens, but only to Collateral except the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower Agent for the benefit of Secured Parties under the Collateral Documents and the Permitted Liens (other than Permitted Liens described in respect of its consignment interests encumbering its Consigned Inventory clause (as defined in the Revolver Loan Agreementa) above).

Permitted Liens. Create, incur, assume (i) Create or suffer to exist any Lien or Negative Pledge upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (i) existing Liens and Negative Pledges shown on Schedule 10.2.2; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject assets of Foreign Subsidiaries to such Liens, but only to secure the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan AgreementDebt permitted by Section 10.2.1(f).

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdictionother obligation in priority to payment of its general creditors; (c) acquire, a financing statement or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; or (d) sell, assign, pledge or otherwise transfer any receivables in connection with any securitization transaction, with or without recourse; provided that the equivalent thereof) that names it Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Permitted Encumbrances; (ii) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 9.2; provided that (A) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (B) 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; (iii) any Lien existing on any property or asset prior to the Permitted Acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or such Person becoming a Subsidiary , as debtor; sign the case may be, (B) such Lien shall not apply to any security agreement authorizing other property or assets of the Borrower or any secured party thereunder to file Subsidiary and (C) such financing statement (Lien shall secure only those obligations which it secures on the date of such Permitted Acquisition or the equivalent thereof) other thandate such Person becomes a Subsidiary, as to all the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (iv) any Lien securing Indebtedness of the abovetype and amount permitted by §9.1(e); provided that (A) such Liens do not at any time encumber property other than property financed by such Indebtedness, (B) the following Indebtedness secured thereby does not exceed the cost or fair market value; whichever is lower, of property so acquired on the date of acquisition, and (collectively, "Permitted Liens"):C) the aggregate principal amount of Indebtedness secured by such Liens shall at no time exceed $15,000,000; (av) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial Letters of Credit; (vi) Liens securing the sale leaseback arrangements permitted by §9.5.2(e); (vii) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (viii) Liens securing Indebtedness owing to the Borrower or any Subsidiary Guarantor under subsection §9.1(b); and (ix) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens the Administrative Agent for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment benefit of the obligations secured thereby is not yet due or is being Properly Contested, Lenders and (ii) such Liens do not materially impair the value or use of Administrative Agent under the Property or materially impair Loan Documents and any Hedging Agreements and bankers’ liens arising by operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateAs used in this Agreement "Permitted Liens" --------------- shall mean (i) any Encumbrances disclosed on the Balance Sheet or on Schedule 5.10(e); (ii) liens for Taxes which are not yet due and payable or delinquent or which are being contested by Devnet in good faith and, incur, assume or suffer to exist any Lien upon or with respect to which adequate provision has been made by Devnet on its financial statements (whether or not required to be disclosed under GAAP), (iii) liens incurred in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits; (iv) mechanics', carriers', workmen's, repairmen's, suppliers', vendors' or other like liens arising out of or incurred in the ordinary course of business; (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) liens created by or existing from any of its Property, whether now owned litigation or hereafter acquired, file legal proceeding that is being contested by Devnet; (vii) any Encumbrances not created by Devnet which attach to or authorize the filing under the Uniform Commercial Code affect all or any Requirement portion of Law the fee or other estate of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following landlord owning Leased Real Property (collectively, "Permitted LiensLandlord Encumbrances"): ); (aviii) Liens in favor extensions, renewals or replacements of Agent; (b) Liens securing Debt any lien for money borrowed by Devnet, provided that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment amount of the obligations secured thereby is not yet due increased and that any such extension, renewal or replacement is being Properly Contestedlimited to the property originally encumbered thereby; (ix) rights of landlords which are parties to any of the agreements listed on Schedule 5.1(a), including all liens, claims and other rights arising under such agreements; (x) rights of parties arising out of contracts and agreements listed on Schedule 5.1(c) between Devnet and any owners or property managers or between Devnet and any telecommunications or data service providers, cable television providers or similar providers; and (iixi) such Liens do not materially impair the value rights of landlords or use of the Property property managers, telecommunications or materially impair operation of the business of Borrowers data service providers, cable television providers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business similar providers with respect to secure the performance of government tenders, bids, contracts, statutory obligations agreements, leases and other similar obligations, as long as licenses which Devnet may hereafter enter into with such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising parties in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere compliance with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Article VII.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): (a) ”): fj. Liens in favor of Agent; (b) created pursuant to any Loan Document; fk. Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under incurred in reliance on Section 9.2.1(c10.2.1(c); (c) ; fl. Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory ; fm. contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) any Obligor; fn. Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) a result of progress payments under government contracts; fo. Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) ; fp. Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property to the extent such judgment does not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) Default; fq. easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) ; fr. municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a mortgage in favor of the Term Loan Agent, encumbrances disclosed in the title insurance policy issued to the Term Loan Agent; fs. leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; ft. any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a ▇▇▇▇▇▇; fu. normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; and provided that in no case shall such Liens secure (jeither directly or indirectly) carriers'the repayment of any Debt (other than on account of such overdrafts, warehousemen'snetting or cash management); fv. Liens on amounts payable under insurance policies, landlord's, mechanics, materialmen's, repairmen's or other like Liens and deposits arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties Business, in connection with the importation financing of goodsinsurance premiums; fw. Liens arising out of conditional sale, but only title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; fx. Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary in existence at the extent time such Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens secure amounts is permitted hereunder and (y) such Liens are not yet due; (m) existing Liens shown on Schedule 9.2.2 incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and replacement Liens on do not attach to any other property or assets of the Company or any Subsidiaries other than the property and assets subject to such LiensLiens at the time of such Permitted Acquisition, but only together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Company or any Subsidiaries; fy. security given to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (a public or private utility or any Governmental Authority as defined required in the Revolver Loan Agreement).Ordinary Course of Business; fz. the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes Taxes, levies, assessments and other governmental charges or levies not yet due or not yet delinquent or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, suppliers, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if which: (i) payment are not overdue for a period of the obligations secured thereby is not yet due more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been taken to enforce such Liens and such Liens are being Properly Contested, ; and (ii) such Liens do not not, individually or in the aggregate, materially impair the value or use of thereof in the Property or materially impair operation of the business of Borrowers the Borrower or their any of its Subsidiaries; (e) (i) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers’ compensation, as unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the ordinary course of business of any Borrower or any Subsidiary, in each case, so long as such Liens are at all times junior no foreclosure sale or similar proceeding has been commenced with respect to Agent's Liens and are required or provided by lawany portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary statutory and common law Liens and rights of setoff and recoupment upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedthe Borrowers and their Subsidiaries; (k) contractual or statutory Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject of landlords to the terms extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the Intercreditor AgreementOrdinary Course of Business to the extent limited to the property or assets relating to such contract; (l) Liens any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in favor the Ordinary Course of customs Business and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet dueprohibited by this Agreement; (m) any license, sublicense, lease, or sublease granted by the Borrower or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the ordinary conduct of the business of the Borrower or its Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Subsidiaries; or (ii) secure any Indebtedness; (n) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (o) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or escrow arrangements made by any Borrower or any Subsidiary in connection with any letter of intent or purchase or merger agreement for any Acquisition permitted under this Agreement; (q) Liens in the nature of: (i) customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement, and (ii) setoff rights granted to third parties pursuant to trade and other similar contracts with any Borrower or any Subsidiary and limited to payments owed to any Borrower or any Subsidiary under such contracts that do not constitute Debt; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; (s) Liens on assets (other than Eligible Accounts and Eligible Inventory then included in the Borrowing Base) acquired in a Permitted Acquisition, securing Debt permitted by Section 10.2.1(f); (t) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement the replacement, renewal or extension thereof (including Liens on the property subject incurred, assumed or suffered to such Liensexist in connection with any refinancing, but only refunding, renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the amount Closing Date); provided that the scope of debt secured thereby, and the property secured thereby, any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; and (nu) other Liens (not attaching to Accounts or Inventory) securing amounts not in favor excess of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)$1,000,000 at any one time outstanding.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law following Liens on property of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): Borrower (a) Liens on the assets, excluding the Collateral, of any such Borrower securing Permitted Bank Debt that was permitted by the terms of this Agreement to be incurred, (b) Liens on the assets of any Foreign Subsidiary securing Indebtedness and other obligations under Indebtedness of such Foreign Subsidiary that were permitted by the terms of this Agreement to be incurred, (c) Liens in favor of Agent; (b) Liens securing Debt Amkor or any Restricted Subsidiary; provided that is permitted under Section 9.2.1(c); (c) Liens for Taxes any such Lien on property of any Borrower shall not yet due or being Properly Contested; extend to any Collateral, (d) Liens on property of a Person or any of its Restricted Subsidiaries existing at the time such Person is merged with or into or consolidated with any Borrower or Subsidiary; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets which constitute Collateral, (e) Liens on property existing at the time of acquisition thereof by any Borrower; provided that such Liens were not incurred in contemplation of such acquisition and do not extend to any assets which constitute Collateral, (f) Liens to secure the performance of statutory Liens (obligations, letters of credit, surety or appeal bonds, performance bonds, or other than Liens for Taxes or imposed under ERISA) arising obligations of a like nature incurred in the Ordinary Course of Business, but (g) Liens to secure obligations in respect of Indebtedness (including Capital Lease Obligations) permitted by Section 10.2.4(b)(iv) covering only the assets acquired with such Indebtedness, including accessions, additions, parts, attachments, improvements, fixtures, leasehold improvements, or proceeds, if any, related thereto, (h) Liens existing on the effective date of any of the Senior Notes Indentures, excluding Liens on Collateral, (i) payment of the obligations secured thereby is Liens for taxes, assessments, or governmental charges or claims that are not yet due delinquent or is that are being Properly Contested, and (iij) such Liens do not materially impair the value imposed by law or use of the Property or materially impair arising by operation of law, including, landlords’, mechanics’, carriers’, warehousemen’s, materialmen’s, suppliers’, and vendors’ Liens, Liens for master’s and crew’s wages and other similar Liens, in each case which are incurred in the business Ordinary Course of Borrowers Business for sums not yet delinquent or their Subsidiaries; being Properly Contested, (ek) Liens incurred or pledges and deposits made in the Ordinary Course of Business in connection with workers’ compensation and unemployment insurance, health, disability or other employee benefits or property, casualty or liability insurance or self insurance and other types of social security, (l) Liens to secure any extension, renewal, refinancing, or refunding (or successive extensions, renewals, refinancings, or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in clause (d), clause (e), clause (g), and clause (h) of this definition; provided that such Liens do not extend to any other property of any Borrower and the performance principal amount of government tendersthe Indebtedness secured by such Lien is not increased, bids, contracts, statutory obligations and other similar obligations, as (m) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree, or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (n) Liens are at all times junior on property of a Borrower other than Collateral securing obligations of a Borrower under Hedging Obligations permitted by Section 10.2.4(b)(vii) or any collateral for the Indebtedness to Agent's which such Hedging Obligations relate, (p) Liens upon specific items of inventory or other goods and are required proceeds securing such Borrower’s obligations in respect of banker’s acceptances issued or provided by law; credited for the account of such Borrower to facilitate the purchase, shipment, or storage of such inventory or goods, (fq) Liens securing reimbursement obligations with respect to commercial letters of credit, banker’s acceptances or other sureties which encumber documents and other property relating to such letters of credit, banker’s acceptances or other sureties and products and proceeds thereof, (r) Liens arising out of consignment or similar arrangements for the sale of goods in the Ordinary Course of Business that are subject to Lien Waivers; Business, (gs) Liens in favor of customs or revenue authorities arising by virtue as a matter of law to secure payment of duties in connection with the importation of goods, (t) Liens on property of a judgment Borrower, other than the Collateral, securing other Indebtedness not exceeding the greater of (A) $200.0 million and (B) an amount equal to 7.5% of Amkor’s Total Tangible Assets determined as of Amkor’s most recent fiscal quarter, at any time outstanding, (u) Liens securing Permitted Refinancing Indebtedness, provided that such Liens do not extend to any other property of such Borrower and the principal amount of such Indebtedness secured by such Lien is not increased, (v) Liens on the Equity Interests of Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited by this Agreement, (w) survey exceptions, easements or judicial order against Borrowers or their Subsidiariesreservations of, or any Property rights of Borrowers or their Subsidiariesothers for, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easementslicenses, rights-of-way, restrictionssewers, covenants or other agreements of recordelectric lines, telegraph and telephone lines and other similar charges purposes, or encumbrances on Real Estatezoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not, individually or in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person, (x) any provision for the retention of title to an asset by the vendor or transferor of such asset (including any lessor) which transaction is otherwise permitted under this Agreement, (y) 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 Amkor or any of its Restricted Subsidiaries or (B) secure any monetary obligation Indebtedness, (z) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection or (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry, (aa) Liens 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, (bb) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Amkor or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Agreement, and (cc) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into in the ordinary course of business, and (dd) the Liens specified in Schedule 1.1C. Permitted Other Liens – the following Liens on property of any of Amkor’s Subsidiaries which is not a Borrower (a) Liens on the assets of any such Restricted Subsidiary securing Permitted Bank Debt that was permitted by the terms of this Agreement to be incurred, (b) Liens on the assets of any Foreign Subsidiary securing Indebtedness and other obligations under Indebtedness of such Foreign Subsidiary that were permitted by the terms of this Agreement to be incurred, (c) Liens in favor of Amkor or any Restricted Subsidiary, (d) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with any Subsidiary of Amkor which is not a Borrower; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not interfere extend to any assets other than those of the Person merged into or consolidated with such Subsidiary, (e) Liens on property existing at the time of acquisition thereof by any Restricted Subsidiary of Amkor which is not a Borrower; provided that such Liens were not incurred in contemplation of such acquisition, (f) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, or other obligations of a like nature incurred in the Ordinary Course of Business; , (g) Liens to secure obligations in respect of Indebtedness (including Capital Lease Obligations) permitted by Section 10.2.4(b)(iv) covering only the assets acquired with such Indebtedness, including accessions, additions, parts, attachments, improvements, fixtures, leasehold improvements, or proceeds, if any, related thereto, (h) Liens existing on the effective date of any of the Senior Notes Indentures other than those securing Permitted Bank Debt, (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens securing obligations of a collecting bank on Payment Items Restricted Subsidiary of Amkor that is not a Borrower in the course respect of collection; and any Receivables Program, (j) Liens for taxes, assessments, or governmental charges or claims that are not yet delinquent or that are being Properly Contested, (k) Liens imposed by law or arising by operation of law, including, landlords’, mechanics’, carriers'’, warehousemen's, landlord's, mechanics’s, materialmen's’s, repairmen's or suppliers’, and vendors’ Liens, Liens for master’s and crew’s wages and other like Liens arising similar Liens, in each case which are incurred in the Ordinary Course of Business that secure obligations that are for sums not overdue for a period of more than 30 days yet delinquent or are being Properly Contested; , (kl) Liens securing incurred or pledges and deposits made in the Debt that is permitted under Section 9.2.1(fOrdinary Course of Business in connection with workers’ compensation and unemployment insurance and other types of social security, (m) Liens to secure any extension, renewal, refinancing, or refunding (or successive extensions, renewals, refinancings, or refundings), in whole or in part, of any Indebtedness secured by Liens referred to in clause (d), clause (e), clause (g), and clause (h) of this definition; provided that such Liens are at all times subject do not extend to any other property of any Restricted Subsidiary of Amkor and the terms principal amount of the Intercreditor Agreement; Indebtedness secured by such Lien is not increased, (ln) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree, or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired, (o) Liens securing obligations of a Restricted Subsidiary of Amkor that is not a Borrower under Hedging Obligations permitted by Section 10.2.4(b)(vii) or any collateral for the Indebtedness to which such Hedging Obligations relate, (p) Liens upon specific items of inventory or other goods and proceeds securing such Restricted Subsidiary of Amkor’s which is not a Borrower obligations in respect of banker’s acceptances issued or credited for the account of such Restricted Subsidiary of Amkor which is not a Borrower to facilitate the purchase, shipment, or storage of such inventory or goods, (q) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof, (r) Liens arising out of consignment or similar arrangements for the sale of goods in the Ordinary Course of Business, (s) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent (t) Liens securing other Indebtedness not exceeding $25,000,000 at any time outstanding, (u) Liens securing Permitted Refinancing Indebtedness, provided that such Liens secure amounts do not yet due; extend to any other property of such Restricted Subsidiary which is not a Borrower and the principal amount of such Indebtedness secured by such Lien is not increased, and (mv) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject Equity Interests of Unrestricted Subsidiaries securing obligations of Unrestricted Subsidiaries not otherwise prohibited by this Agreement. Permitted Refinancing Indebtedness – any Indebtedness of Amkor or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, or refund other Indebtedness of Amkor or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (a) the principal amount (or accreted value, if applicable) of such LiensPermitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, but only to if applicable), plus accrued interest or premium (including any make-whole premium), if any, on, the extent that Indebtedness so extended, refinanced, renewed, replaced, defeased, discharged, or refunded (plus the amount of debt secured therebyreasonable expenses incurred in connection therewith), (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the property secured therebyWeighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; provided that if the original maturity date of such Indebtedness is after the Termination Date (as in effect on the date such Permitted Refinancing Indebtedness was incurred), then such Permitted Refinancing Indebtedness shall not be increased; and have a maturity at least 180 days after the Termination Date (nas in effect on the date such Permitted Refinancing Indebtedness was incurred), (c) Liens if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged, or refunded is subordinated in favor right of Borrower payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in respect right of its consignment interests encumbering its Consigned Inventory payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged, or refunded, and (d) in the case of Indebtedness of Amkor, such Permitted Refinancing Indebtedness is incurred by Amkor, and in the case of Indebtedness of a Restricted Subsidiary of Amkor, such Permitted Refinancing Indebtedness is incurred by Amkor or a Restricted Subsidiary of Amkor. Person – any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority, or other entity. Plan – an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or an ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees. Pro Rata – with respect to any Lender, a percentage (expressed as a decimal, rounded to the Revolver Loan Agreement)ninth decimal place) determined (a) while Revolving Commitments are outstanding, by dividing the amount of such Lender’s Revolving Commitment by the aggregate amount of all Revolving Commitments and (b) at any other time, by dividing the amount of such Lender’s Revolving Loans by the aggregate amount of all outstanding Revolving Loans.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Restricted Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested;claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness”, with or without recourse; provided, that the Borrower or any of its Restricted Subsidiaries may create or incur or suffer to be created or incurred or to exist: (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (li) Liens in favor of customs the Borrower on all or part of the assets of a Restricted Subsidiary of the Borrower securing Indebtedness owing by such Restricted Subsidiary of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and revenue authorities arising as a matter other government charges in respect of law obligations not overdue or which the failure to pay does not result in noncompliance with §8.8 or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or which the failure to pay does not result in noncompliance with §8.8; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations, and pledges and deposits to secure the performance of customs duties bids, trade contracts, leases, statutory obligations and other obligations of a like nature, in each case in the ordinary course of business; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) asserted Liens of carriers, warehousemen, mechanics and materialmen, and other like asserted Liens on properties (including assets included in the calculation of the Borrowing Base) in existence less than 120 days after the Borrower or such Restricted Subsidiary, as the case may be, has knowledge thereof, provided that the value of all assets that are subject to such Liens shall not exceed $500,000; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided, that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c), incurred in connection with the importation acquisition of goodssuch property, but which security interests or mortgages cover only to the extent real or personal property so acquired and, if granted upon any asset included in the calculation of the Borrowing Base, shall be discharged in full within 120 days after the date on which such Liens secure amounts not yet duepurchase money undertaking has been incurred; (mix) existing Liens shown on Schedule 9.2.2 and replacement Liens on arising out of the property subject sale, assignment, pledge or transfer of assets to such LiensCLIF, but only to the extent that the amount of debt secured thereby▇▇▇▇ ▇▇, and the property secured thereby▇▇▇▇ III, shall not be increased; and▇▇▇▇ ▇▇ or any other Securitization Entity arising in connection with Permitted Securitizations; (nx) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) Liens which are granted to secure any Refinancing or renewal of Indebtedness permitted under §9.1(d) or §9.1(f); provided, that (A) such Liens encumber the same property (and no additional assets or property of the Borrower or its Restricted Subsidiaries) as secured by the Indebtedness that was so Refinanced or renewed (except in respect connection with any future financings of newly acquired assets under such replacement facility), (B) the Liens securing the Indebtedness that was so Refinanced or renewed were permitted under this §9.2, and (C) the aggregate amount of Indebtedness secured by such property has not increased as a result of such Refinancing or renewal (except by the amount of any premium or fee paid or payable in connection with such extension, renewal or replacement and in connection with any future financing of newly acquired assets under such replacement facility); (xii) Liens in favor of lessors of property leased to the Borrower or a Restricted Subsidiary in a transaction permitted to § 9.1(c); (xiii) Liens upon assets of the Borrower and any of its consignment Restricted Subsidiaries subject to Capitalized Leases or Synthetic Leases to the extent such Capitalized Leases or Synthetic Leases are permitted by §§ 9.1(c) and 9.6, provided, that (x) such Liens only secure the payment of Indebtedness arising under such Capitalized Leases or Synthetic Leases and (y) the Liens encumbering the assets leased in such Capitalized Leases or Synthetic Leases do not encumber any other assets of the Borrower or any Subsidiary of the Borrower (other than proceeds of such leased assets); (xiv) Liens consisting of interests encumbering its Consigned Inventory (as defined of lessees of the Containers, Chassis, Generators and Refrigeration Units or arising from precautionary UCC financing statement filings regarding leases entered into in the Revolver Loan ordinary course; (xv) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code; (xvi) Liens existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date pursuant to a Permitted Acquisition that exists prior to the time such Person becomes a Restricted Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary of the Borrower, (B) such Lien shall not apply to any other property or assets of the Borrower or any of its other Restricted Subsidiaries, (C) such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary of the Borrower, and (D) the Indebtedness secured by such Lien is permitted pursuant to §9.1(i); (xvii) Liens created by the Borrower pursuant to the CLIF Pledge Agreement, the CLIF III Pledge Agreement or any substantially similar pledge created by the Borrower with respect to the Voting Stock and/or Capital Stock of any Securitization Entity in connection with a Permitted Securitization; and (xviii) other Liens not permitted under the foregoing clauses securing Indebtedness or other obligations of the Borrower and/or its Restricted Subsidiaries permitted under §9.1(j).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and Refinancing Debt in respect thereof; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA, or with respect to any Plan, Pension Plan or Multiemployer Plan, the Code ) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers▇▇▇▇ ▇▇▇▇▇▇▇; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation (other than any Mortgage) and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens securing the Term Loan Debt, warehousemen'ssubject to the Term Loan Intercreditor Agreement; (k) existing Liens shown on Schedule 10.2.2, landlord'sprovided that any such Lien shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Debt in respect thereof; (l) leases, mechanicslicenses, materialmen's, repairmen's subleases or other like Liens arising sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for a period interfere in any material respect with the business of more than 30 days the Parent or are being Properly Contestedthe Restricted Subsidiaries; (km) Liens securing arising from UCC financing statements filed regarding (i) operating leases entered into by a Borrower or Subsidiary in the Debt that is permitted under Section 9.2.1(f); provided that Ordinary Course of Business and (ii) goods consigned or entrusted to or bailed to a Person in connection with the processing, reprocessing, recycling or tolling of such Liens are at all times subject to the terms of the Intercreditor Agreementgoods; (ln) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mo) existing Liens shown solely on Schedule 9.2.2 any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement; (p) any other Liens which do not attach to Accounts or Inventory and replacement Liens on do not in the property subject aggregate secure obligations in aggregate principal amount in not to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedexceed $250,000; and (nq) Liens in favor with respect to TB Germany, (i) any liens and pledges resulting from the application of Borrower in respect general business terms and conditions (AGB-Pfandrechte) and (ii) any statutory pledges (gesetzliche Pfandrechte) under German law solely arising as a matter of its consignment interests encumbering its Consigned Inventory (law and not as defined in the Revolver Loan Agreement)a matter of any default.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and Refinancing Debt in respect thereof; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA, or with respect to any Plan, Pension Plan or Multiemployer Plan, the Code ) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation (other than any Mortgage) and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens in favor of Third Lien Creditors in respect the Third Lien Obligations (and Refinancing Debt in respect thereof) to the extent permitted under, warehousemen'sand subject in all respects to, landlord'sthe Third Lien Subordination Agreement (or replacement or successor subordination agreement substantially in the form of the Third Lien Subordination Agreement or in such other form reasonably acceptable to Agent in the case of Refinancing Debt); (k) existing Liens shown on Schedule 10.2.2, mechanicsprovided that any such Lien shall only secure the Indebtedness that it secures on the Restatement Effective Date and any Refinancing Debt in respect thereof; (l) leases, materialmen'slicenses, repairmen's subleases or other like Liens arising sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for a period interfere in any material respect with the business of more than 30 days the Parent or are being Properly Contestedthe Restricted Subsidiaries; (km) Liens securing arising from UCC financing statements filed regarding (i) operating leases entered into by a Borrower or Subsidiary in the Debt that is permitted under Section 9.2.1(f); provided that Ordinary Course of Business and (ii) goods consigned or entrusted to or bailed to a Person in connection with the processing, reprocessing, recycling or tolling of such Liens are at all times subject to the terms of the Intercreditor Agreementgoods; (ln) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mo) existing Liens shown solely on Schedule 9.2.2 any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement; (p) any other Liens which do not attach to Accounts or Inventory and replacement Liens on do not in the property subject aggregate secure obligations in aggregate principal amount in not to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedexceed $250,000; and (nq) Liens in favor of Borrower Securing the Term Loan Obligations (or Refinancing Debt in respect of its consignment interests encumbering its Consigned Inventory (as defined thereof), subject to the terms and conditions contained in the Revolver Loan AgreementIntercreditor Agreement (or in the case of Refinancing Debt, the applicable intercreditor agreement substantially in the form of the Intercreditor Agreement or in such other form reasonably acceptable to Agent).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent and Liens in favor of Convertible Notes Trustee securing the obligations under the Convertible Notes Agreement (in each case, the priority of which shall be as provided in the Intercreditor Agreement); (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising and similar contractual Liens, which are not perfected and arise in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) no enforcement action (including foreclosure) is being taken with respect to such Lien or against the Collateral subject to such Lien, and (iii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens affecting the fee title of any leased Real Estate that is not subject to a mortgage in favor of the Agent, warehousemen'swhich are created by a party other than an Obligor; (k) encumbrances arising under leases, landlord'ssubleases, mechanicslicenses or sublicenses of Real Estate that do not, materialmen'sin the aggregate, repairmen's materially detract from the value of such Real Estate or other like Liens arising interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Real Estate; (l) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the Ordinary Course of such Person’s Business that secure obligations that are not overdue for other than through a period of more than 30 days or are being Properly ContestedCapital Lease; (km) Liens securing the Debt that is permitted under Section 9.2.1(f10.2.1(f); , but only on the Subsidiary or assets so acquired and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof; (n) Liens securing Debt permitted under Section 10.2.1(k), provided that such Liens are at all times limited to securing only the unpaid premiums under the applicable insurance policy and the only property subject to such Lien is the terms policy financed; (o) Liens securing obligations in an aggregate amount not to exceed $1,000,000 at any time; (p) Liens resulting from the deposit of funds or evidences of Debt in trust for the Intercreditor purpose of defeasing or discharging Debt of a Borrower or a Subsidiary so long as such defeasance or discharge is otherwise permitted under this Agreement; (lq) non-exclusive Licenses or sub-Licenses granted by any Obligor in the Ordinary Course of Business; (r) Liens attaching solely to c▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition; (s) Liens arising by operation of law under Article 2 of the UCC in favor of reclaiming seller of goods or buyer of goods; (t) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement; (u) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due;; and (mv) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2; (l) leases, landlord'slicenses, mechanics, materialmen's, repairmen's or other like Liens arising subleases and sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for interfere in any material respect with the business of Borrower and its Subsidiaries, taken as a period of more than 30 days or are being Properly Contestedwhole; (km) Liens securing arising from UCC financing statements filed regarding operating leases entered into in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms Ordinary Course of the Intercreditor AgreementBusiness; (ln) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (o) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Borrower or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited under this Agreement; (p) Liens securing attachments, but only appeal bonds, judgments and other similar obligations in connection with court proceedings or judgments that do not constitute an Event of Default; (q) any interest or title of a lessor or sublessor and any lender to a lessor or sublessor under any lease or sublease not prohibited by this Agreement, in each case pertaining to assets that are not owned by Borrower or any Subsidiary and to the extent such Liens secure amounts not yet duelease or sublease has been entered into by Borrower or any Subsidiary in the Ordinary Course of Business and covering only the assets so leased; (mr) existing Liens, arising in the Ordinary Course of Business, (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a financial institution encumbering deposits (including brokers’ Liens, bankers’ Liens, rights of set-off and other similar Liens shown on Schedule 9.2.2 and replacement cash security deposits) that are within the general parameters customary in the banking industry, including with respect to deposit accounts, cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of Borrower or any Subsidiary, in each case in the Ordinary Course of Business, and not in respect of any funded debt by such bank or other financial institution to the Borrower); (s) Liens on (other than any Lien imposed by ERISA) consisting of (i) pledges or deposits required in the property Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) deposits to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bid bonds, operating leases, governmental contracts, trade contracts, completion bonds, performance bonds, and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), or to secure letters of credit in respect thereof, or (iii) pledges to secure liability to insurance carriers, in each case, in the Ordinary Course of Business; (t) Liens securing the Term Debt subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedIntercreditor Agreement; and (nu) Any other Liens attached to Property other than Collateral that do not secure obligations in aggregate principal amount in excess of $1,000,000; provided, that no Permitted Liens in favor of Borrower in respect third parties (other than statutory or other nonconsensual Permitted Liens) shall attach to Borrower’s or any of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Subsidiaries’ Intellectual Property.

Permitted Liens. Create, incur, assume or suffer to exist any Lien of any kind upon or with respect to any of its Propertyproperty or assets (including without limitation any shares of capital stock of any Subsidiary), whether now owned or hereafter acquired, file except: (i) Liens securing Funded Debt permitted by paragraph 5(a)(i) hereof; (ii) presently existing Liens described in Exhibit C hereto securing Funded Debt permitted by paragraph 5(a)(vi) hereof; (iii) Liens for taxes and assessments not yet due or authorize which are being contested in accordance with the filing under terms of paragraph 4(l) hereof; (iv) Liens imposed by law in favor of materialmen, mechanics, carriers, warehousemen, landlords and other like persons for sums not yet due or which are being contested in accordance with the Uniform Commercial Code terms of paragraph 4 (1) hereof; (v) judgment and other similar Liens arising in connection with court proceedings, provided that the claims secured thereby are being contested in good faith, by appropriate proceedings promptly initiated and diligently conducted which effectively stay the execution or any Requirement other enforcement of Law such Liens, and provided further (vi) encroachments from or onto real property, discrepancies or conflicts in boundary lines and other similar questions of any jurisdiction, a financing statement survey with respect to real property that do not in the aggregate materially detract from the value of such real property or materially impair the use thereof in the operation of the business conducted thereon; (vii) other Liens incidental to the conduct of its business or the equivalent thereofownership of its property which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operation of its business; (viii) Liens existing on property and assets of a Consolidated Subsidiary securing Debt of said Consolidated Subsidiary permitted by paragraph 5(a)(vii) hereof; (ix) Liens existing immediately prior to acquisition on property or assets acquired by the Company, which Liens secure Funded Debt permitted by paragraph 5(a)(viii) hereof, provided that names it no such Lien shall have been placed on said property or assets in contemplation of the same being acquired by the Company; (x) Liens on the property and assets of Multiplex securing the Current Debt of Multiplex permitted by paragraph 5(a)(iii) hereof; (xi) Liens on the Creston Facility securing the Funded Debt of Gits Manufacturing permitted by paragraph 5(a)(iv) hereof; (xii) Liens on the Napa Facility securing the Debt of Marine Industries permitted by paragraph 5(a)(v) hereof; and (xiii) other Liens securing Funded Debt of the Company permitted by paragraph 5(a)(viii) hereof, which Funded Debt, together with any other Debt of the Company or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) by Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if clause (i) payment of the obligations secured thereby is not yet due or is being Properly Contested)), and (ii), (ix), (x), (xi) such Liens do or (xii) hereof, does not materially impair the value or use at any time exceed 10% of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Consolidated Net Worth.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of the Administrative Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)or any Refinancing Debt with respect thereto; (c) Liens for Taxes that are not yet due delinquent or that are being Properly Contested; (d) statutory Liens (other than (i) Liens for Taxes or imposed under ERISA, and (ii) except for those liens in respect of contribution amounts not yet due or payable to the pension fund, Liens imposed under the Pension Benefits Act (Ontario) or under applicable pension standards legislation of another Canadian jurisdiction) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or pledges or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to the Administrative Agent's ’s Liens and are required or provided by lawon Collateral; (f) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversWaivers (as defined in the Revolving Loan Agreement); (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to the Administrative Agent's Liens’s Liens on Collateral; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal the reservations, limitations, provisos and customary rights conditions expressed in any original grants from Her Majesty The Queen in Right of setoff upon deposits in favor Canada of depository institutionsreal or immoveable property, and Liens which do not materially impair the use of a collecting bank on Payment Items in the course of collection; andaffected land for the purpose used or intended to be used by such Person; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's title defects or other like Liens arising irregularities that are of a minor nature and that in the Ordinary Course of Business that secure obligations that are aggregate do not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing materially impair the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms use of the Intercreditor Agreementaffected property for the purpose for which it is used by such Person; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent including any Lien created under any Loan Document; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is and Liens securing Capital Leases permitted under Section 9.2.1(c10.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, zoning and other restrictions, covenants or other agreements of record, encroachments, minor defects and other irregularities in title, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens securing the Senior Second Lien Debt, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like to the extent such Liens arising in are subject to the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedIntercreditor Agreement; (k) Liens securing obligations under the Debt DB Lease Agreement as in effect on the Closing Date, provided that any such Liens attach only to the property that is permitted under Section 9.2.1(f); provided that such Liens are at all times the subject to the terms of the Intercreditor DB Lease Agreement, as applicable, and do not encumber any other property of the Loan Parties; (l) Liens in favor the filing of customs and revenue authorities arising UCC financing statements solely as a matter of law which secure payment of customs duties precautionary measure in connection with the importation operating leases or consignment of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 10.2.2; (n) carriers’, warehouseman’s, mechanics’, landlords’, materialman’s repairman’s or other similar liens arising in the Ordinary Course of Business which are not delinquent for more than 90 days and replacement Liens on remain payable without penalty or which are being Properly Contested; (o) any interest or title of a lessor or sublessor under any lease permitted by this Agreement; (p) licenses, sublicenses, leases or subleases entered into in the Ordinary Course of Business and not interfering with the Ordinary Course of Business of Borrowers or materially impair the use (for its intended purpose) or value of the property subject subsequent thereto; (q) Liens securing Debt incurred pursuant to Section 10.2.1(h), provided that (i) such LiensLiens do not extend to, but or encumber, property which constitutes Collateral and (ii) such Liens extend only to the extent that property (or Equity Interests) of the amount of debt secured thereby, and the property secured thereby, shall not be increasedForeign Subsidiary incurring such Debt; and (nr) Liens on cash in favor an amount not in excess of Borrower $1,500,000 in respect a segregated cash collateral account to secure all obligations due to Banc of its consignment interests encumbering its Consigned Inventory (America Leasing & Capital LLC under that certain Master Lease Agreement Number 18147-90000 dated as defined in the Revolver Loan Agreement)of June 19, 2008.

Permitted Liens. CreateThe Borrower will not, incurnor will it permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ke) Liens securing sell, assign, pledge or otherwise transfer any "receivables" as defined in clause (g) of the Debt that is permitted under Section 9.2.1(f)definition of the term "Indebtedness," with or without recourse; provided that such Liens are at all times subject the Borrower or any of its Subsidiaries may create or incur or suffer to the terms of the Intercreditor Agreement;be created or incurred or to exist: (li) Liens in favor of customs the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens (A) to secure taxes, assessments and revenue other government charges in respect of obligations not overdue or (B) with respect to assessments issued by governmental authorities arising as a matter of law or regulated utilities for benefits rendered to the Real Estate, which secure payment of customs duties assessments are payable in connection with the importation of goodsinstallments over time, but only provided, however that such taxes, assessments, installments or other governmental charges are not overdue or are being contested in good faith and for which an adequate reserve or other appropriate provisions shall have been made to the extent such Liens secure amounts not yet duerequired by GAAP; (miii) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject deposits or pledges made in connection with, or to such Lienssecure payment of, but only to the extent that the amount of debt secured therebyworkmen's compensation, and the property secured therebyunemployment insurance, shall not be increasedold age pensions or other social security obligations; and71 -63- (niv) Liens in favor respect of Borrower judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of its consignment interests encumbering its Consigned Inventory (as defined which the Borrower or such Subsidiary shall at the time in the Revolver Loan Agreement).good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c)in favor of the ABL Agent subject to the ABL/Term Loan Intercreditor Agreement; (c) Purchase Money Liens securing Permitted Purchase Money Debt; (d) Liens for Taxes not yet due or being Properly Contested; (de) inchoate statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (ef) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversCollateral Access Agreements; (gh) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing Debt permitted by Section 7.01(b) so long as such Lien does not cover more than the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times property subject to the terms of the Intercreditor Agreementsuch Capital Lease; (l) Liens with respect to any Collateral covered by the UK Security Agreements, any Security (as such term is defined in favor the UK Security Agreements) arising solely by operation of customs law or in the ordinary course of trading securing amounts not more than 30 days overdue and revenue authorities not arising as a matter result of law which secure payment any default or omission of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increaseda Loan Party or its Subsidiaries; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateThe Parent will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ke) Liens securing sell, assign, pledge or otherwise transfer any "receivables" as defined in clause (g) of the Debt that is permitted under Section 9.2.1(f)definition of the term "Indebtedness," with or without recourse; provided that such Liens are at all times subject the Parent and its Subsidiaries may create or incur or suffer to the terms of the Intercreditor Agreement;be created or incurred or to exist: (li) Liens in favor of customs any Borrower or on all or part of the assets of Subsidiaries of such Borrower or Guarantor (other than a Borrower or Guarantor) securing Indebtedness owing by Subsidiaries of such Borrower or Guarantor to such Borrower or Guarantor; (ii) Liens to secure taxes, assessments and revenue authorities arising as a matter other government charges in respect of law which obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of customs duties judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Parent or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 8.2 hereto; and (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the date hereof to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by ss.8.1(d), incurred in connection with the importation acquisition of goodssuch property, but which security interests or mortgages cover only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the real or personal property subject to such Liens, but only to the extent so acquired; provided that the amount of debt such Indebtedness or Capitalized Leases so secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)exceed an aggregate amount equal to $15,000,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawLiens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. CreateIt will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; provided that precautionary assignments on assets sold by the Uniform Commercial Code or any Requirement Borrower to Persons who are not Affiliates of Law of any jurisdiction, a financing statement the Borrower (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other thanin each case, as to all permitted hereunder) and subsequently managed by the Borrower shall not be considered a Lien upon the property or assets of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; Borrower; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contestedclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that the Guarantor or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Guarantor on all or part of the assets of Subsidiaries of the Guarantor (other than Collateral) securing Indebtedness owing by Subsidiaries of the Guarantor to the Guarantor; (kii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Guarantor or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Guarantor and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Loan Parties) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(n); (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Restatement Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Obligations; (x) Liens securing the Debt Revolving Credit Facility; (xi) Liens consisting of the interest of a lessee under any lease with respect to Containers where the Borrower or the Guarantor is the lessor; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under Section 9.2.1(f§9.1(h) hereof (subject to all the provisos contained therein), or that otherwise comply with §9.1(h); (xiii) interests of lessors in property leased to the Borrower, the Guarantor or a Subsidiary under §9.1(f); (xiv) Liens incurred by a Securitization Entity in connection with a Securitization; and (xv) other Liens on the assets of the Guarantor and its Subsidiaries (other than the Collateral) securing Indebtedness permitted under §9.1(n) or under §9.1(o); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are at all times subject reasonably necessary for the operation of its respective businesses or relating to the terms administration and management of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined assets included in the Revolver Loan Agreement)Borrowing Base.

Permitted Liens. CreateThe term “PERMITTED LIENS” means: (i) LIENS for taxes, incurassessments, assume or suffer to exist any Lien upon or with respect to any similar charges incurred in the ordinary course of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement business that are not yet due and payable; (or the equivalent thereofii) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens LIENS in favor of Agent; the SECURED PARTIES; (biii) Liens securing Debt that is permitted any existing LIENS specifically described on Schedule 1.12 hereof or which are being contested in compliance with the provisions of Section 4.5 hereof; (iv) any LIEN on specifically allocated money or securities to secure payments under Section 9.2.1(c); (c) Liens for Taxes not yet due workmen’s compensation, unemployment insurance, social security and other similar LAWS, or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligationsbonds in the ordinary course of business; (v) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed in aggregate amount outstanding together with all other secured purchase money financing of the BORROWER and of its SUBSIDIARIES at any one time the sum of Two Million Dollars ($2,000,000.00), as long as provided that such Liens are at all times junior purchase money security interests do not attach to Agent's Liens any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and are required or provided by law; the proceeds thereof; (fvi) Liens LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; business for sums not overdue or sums being diligently contested in good faith by appropriate procedures and for which adequate reserves have been set aside; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hvii) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the GUARANTOR, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms conduct of the Intercreditor Agreement; business of the GUARANTOR; and (lviii) Liens subsequently arising LIENS which are expressly approved in favor advance of customs and revenue authorities arising as a matter the creation of law which secure payment of customs duties any such LIENS by the ADMINISTRATIVE AGENT in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)writing.

Permitted Liens. CreateBorrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or with respect to against, or pledge of, any of the Collateral, any of its Propertymembership interests in the Joint Venture (including any rights to receive profits or distributions) or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): ”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (bii) Liens securing Debt that is permitted under Section 9.2.1(cimposed by law for taxes (other than payroll taxes); (c) Liens , assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of government tenders, bids, contractsleases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as long as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising Person of equipment in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kvi) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such MHR Subordinated Debt, (vii) Liens are at all times subject consisting of pledges of Borrower’s membership interests in the Joint Venture solely to lenders to the Joint Venture as long as (a) the terms and conditions of any documents, agreements and other instruments relating to such financing do not violate this Agreement or any of the Intercreditor Agreement; other Loan Documents and (lb) such financing is non-recourse to Borrower, any Guarantor and any of their properties and assets (other than such membership interests) and (viii) Liens disclosed on Schedule 7.3; provided, that the Lien in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goodsGilbraltar Bank, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, FSB shall not be increased; and (n) Liens extend to any additional collateral or secure any Indebtedness in favor excess of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)$300,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) a. Liens in favor of Agent; (b) b. Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) c. Liens for Taxes not yet due or being Properly Contested; (d) d. statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) e. Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as (i) such Liens are at all times junior to Agent's ’s Liens and are required or provided by law, (ii) the payment or performance of the obligations secured thereby is not delinquent, and (iii) such Liens or deposits do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor or Subsidiary; (f) f. Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) g. Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) h. easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) i. normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; j. existing Liens outstanding as of the Closing Date as shown on Schedule 10.2.2; and (j) carriers'k. pledges or deposits in connection with workers’ compensation, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or unemployment insurance and other like Liens arising social security legislation in the Ordinary Course of Business that secure Business, but only if (i) payment of the obligations that are secured thereby is not overdue for a period of more than 30 days yet due or are is being Properly Contested; , and (kii) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to do not materially impair the terms value or use of the Intercreditor AgreementProperty or materially impair operation of the business of any Obligor or Subsidiary; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): The term “PERMITTED LIENS” means: (a) Liens LIENS for taxes, assessments, or similar charges incurred in the ordinary course of business that are not yet due and payable or which are being contested in compliance with the procedures set forth in Section 5.8 hereof; (b) LIENS in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); the SECURED PARTIES; (c) Liens for Taxes not yet due or being Properly Contested; any existing LIENS specifically described on Schedule 1.82 hereof; (d) statutory Liens (any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligationsbonds in the ordinary course of business; (e) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed, as long as together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such Liens are at all times junior purchase money security interests do not attach to Agent's Liens any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and are required or provided by law; the proceeds thereof; (f) Liens interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; (g) Liens arising business for sums not overdue or sums being diligently contested in good faith by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence appropriate procedures and for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; which adequate reserves have been set aside; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Business; the business of the BORROWER or any of its SUBSIDIARIES; and (i) normal and customary rights of setoff upon deposits subsequently arising LIENS which are expressly approved in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms advance of the Intercreditor Agreement; (l) Liens creation of any such LIENS by the ADMINISTRATIVE AGENT in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)writing.

Permitted Liens. Create, incur, assume (a) Create or suffer to exist (or permit to exist) any Lien upon (1) Accounts, Inventory, Subject Accounts, Dominion Account, or the proceeds thereof, except Permitted Liens described in clauses (i), (iii), (iv), (vii), or (ix) below; (2) any assets of any Subsidiary that is party to any Specified Supplier Agreement or any Subsidiary Inventory Agreement if such Lien secures any obligations of such Subsidiary for Borrowed Money; or (3) any of its Property (other than Accounts or Inventory or the proceeds thereof) at any time when the Payment Conditions are not satisfied, except with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement this clause (or the equivalent thereof3) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "“Permitted Liens"”): (ai) (A) Liens in favor of AgentAgent and (B) Liens in favor of other providers of Credit Facilities (or their representatives) so long as (1) if such Credit Facilities are secured by any Collateral, then (x) such Liens are subject to an Intercreditor Agreement and (y) Liens on any Collateral must be junior to the Liens on Collateral securing the Obligations, and (2) the aggregate principal amount of all such Debt under such Credit Facilities (including under this Agreement) at any one time outstanding does not exceed $1,500,000,000; (bii) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (ciii) Liens for Taxes not yet due or being Properly Contested; (div) (A) statutory Liens (other than Liens for Taxes or imposed under ERISA) on Collateral arising in the Ordinary Course of Business, but only if (i1) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii2) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary and (B) statutory Liens on Property (other than Collateral) that could not reasonably be expected to have a Material Adverse Effect; (ev) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are are, to the extent relating to the Collateral, at all times junior to Agent's Liens and are required or provided by law’s Liens; (fvi) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gvii) (A) Liens on Collateral arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Obligor, or any Property of Borrowers or their Subsidiariesan Obligor, as long as such Liens are (i1) in existence for less than 20 consecutive days or being Properly Contested, and (ii2) at all times junior to Agent's ’s Liens and (B) Liens on Property (other than Collateral) arising by virtue of a judgment or judicial order against any Obligor, or any Property of an Obligor, as long as such Liens, judgment, or judicial order could not reasonably be expected to have a Material Adverse Effect; (hviii) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any material monetary obligation and do not interfere with the Ordinary Course of Business; (iix) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (x) other Liens securing obligations that are less than $25,000,000 in the aggregate as long as such Liens could not reasonably be expected to have a Material Adverse Effect; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mxi) existing Liens shown on Schedule 9.2.2 10.2.2 or Liens incurred at a time when the Payment Conditions were satisfied immediately before and replacement Liens on immediately after giving effect to such incurrence, as applicable. (b) Permit any Material Debt (other than Purchase Money Debt) to be secured by any Property of the property Obligors unless (i) with respect to Material Debt that is secured in whole or in part by any Collateral, (A) the Obligors shall have provided Agent at least 30 days written notice prior to such Material Debt becoming so secured and (B) such Material Debt is subject to such Liens, but only to the extent that the amount of debt secured therebyan Intercreditor Agreement, and (ii) with respect to Material Debt that is secured by Property (other than Collateral), (A) the property Obligors shall have provided Agent at least 30 days written notice prior to such Material Debt becoming so secured therebyand (B) if required by Agent in its reasonable discretion, the holders of such Material Debt (or their representatives) shall not have entered into an agreement, in form and substance reasonably satisfactory to Agent, granting Agent access rights to any Collateral that may from time to time come into the possession or control of such holders (or their representatives) or to any location securing such Material Debt where any such Collateral may be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)located from time to time.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (i) Liens arising under the Existing Subordinated Debt Documents to the extent such Liens are permitted by and subject to the Intercreditor Agreement; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.