Common use of Liens and Related Matters Clause in Contracts

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on any Indebtedness on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit 99 the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule SCHEDULE 7.2 annexed hereto; ------------; (iv) Liens securing Indebtedness permitted under by subsection 7.1(vii), which 6.9; (v) Liens are existing prior created to secure the purchase price of property or assets; PROVIDED that (a) any such Lien shall attach only to the time property or assets purchased, (b) the entity which incurred Indebtedness secured by any such Indebtedness became a Subsidiary Lien shall not exceed 100% of Company; provided that the purchase price of the property or assets purchased, (c) any such Liens were -------- not incurred in connection with, or in contemplation of, Lien shall be created within 12 months following the acquisition of such Subsidiary property or assets and such Liens extend to or 133 cover only (d) the property and assets principal amount of such entity which were covered Indebtedness secured by such Liens and which were owned by such entity, does not exceed $10,000,000 in each case the aggregate at the time such entity became a Subsidiary of Companyany time; and (vi) Liens in connection with Indebtedness permitted under subsections 7.1(iii), (v), (vii), (xi) Other and (xii). B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens securing permitted by the provisions of subsection 7.2A, it shall 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 Indebtedness in an aggregate amount secured thereby as long as any such Indebtedness shall be so secured; PROVIDED that, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to exceed $1,000,000 at the creation or assumption of any time outstanding.such Lien not permitted by the provisions of subsection 7.2A.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (real or personal, tangible or intangible) (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens existing on the Closing Date securing Indebtedness and other obligations listed on Schedule 7.1; (iii) Liens granted pursuant to this Agreement or the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing placed on property, plant or equipment and related assets used in the ordinary course of business of Company or any of its Subsidiaries to secure Indebtedness incurred to pay all or a portion of the purchase price thereof; provided that (a) the Lien encumbering such property, plant or equipment and related assets does not encumber any other asset of Company or any of its Subsidiaries other than similar assets at the same location and (b) the Indebtedness secured thereby is permitted under Section 7.1(vii); (v) Liens encumbering assets of a Subsidiary of Company that are granted to secure Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case Section 7.1(ix) at the time such entity became a Subsidiary Indebtedness is originally incurred (and not in contemplation of Companythe Acquisition referred to in Section 7.1(ix)); and (vvi) Other Liens securing Indebtedness and other obligations in an aggregate amount not to exceed $1,000,000 15,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens granted in connection with any refinancing of the Senior Notes pursuant to subsection 7.1(vi); provided, however, that (x) Company shall -------- ------- obtain the prior written consent of Requisite Lenders and such Liens are granted on terms and conditions satisfactory to Requisite Lenders, and (y) to the extent that such Liens are on property other than the Collateral, Company shall make or cause to be made effective provision whereby the Obligations will be secured by such Liens equally and ratably with such refinancing Indebtedness as long as such refinancing Indebtedness shall be so secured; (iv) Liens described in Schedule 7.2 annexed hereto; ------------ ------------ (ivv) Liens securing Indebtedness permitted under pursuant to subsection 7.1(vii7.1(iii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------; (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became on assets of a Person that becomes a direct or indirect Subsidiary of Company; provided Company after the date of this Agreement, provided, however, that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case exist at the time such entity became Person becomes a Subsidiary and are not created in anticipation thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of Company$5,000,000 at any time; (v) Liens securing Indebtedness permitted pursuant to subsection 7.1(iii); provided, however, that the Lien shall apply only to the asset so acquired; and (vvi) Other Liens securing Indebtedness of Company or Subsidiary Guarantors which are not Regulated Subsidiaries in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State state or under any similar recording or notice statute, except: : (i) Permitted Encumbrances; ; (ii) Liens granted pursuant to the Collateral Documents; ; (iii) Liens constituting a second Ship Mortgage granted in connection with the financing of equipment or other appurtenances on the ship, barge or other vessel so secured by such second Ship Mortgage; provided that prior to granting -------- such second Ship Mortgage, the Person to which is granted such Lien shall have entered into an intercreditor agreement with Administrative Agent and Lenders and executed and delivered such other related agreements and instruments as reasonably requested by Administrative Agent in connection with such intercreditor agreement, in each case in form and substance satisfactory to Administrative Agent; (iv) Liens described in Schedule 7.2 annexed hereto; ------------ and ------------ (ivv) Liens securing Capital Leases, other Indebtedness and other Contingent Obligations permitted under subsection 7.1(viisubsections 7.1(ix) and 7.4(x), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents and the Intercompany Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------; (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are on any asset existing prior to at the time the entity which incurred of acquisition of such Indebtedness became a asset by Borrower or any Subsidiary of Company; provided that such Liens were -------- not incurred in connection withthereof, or in contemplation of, Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Subsidiary and such Liens extend thereof or to secure any Indebtedness permitted hereby incurred by Borrower or 133 cover only a Subsidiary thereof at the property and assets time of or with ninety days after the acquisition of such entity asset, which were covered by such Liens and which were owned by such entityIndebtedness is incurred for the purpose of financing all or any part of the purchase price thereof, in each case to the extent permitted by Agent; provided, however, that the Lien shall apply only to the asset so acquired; and provided further that the aggregate of all amounts secured by such Liens shall not exceed $10,000,000 at the time such entity became a Subsidiary of Companyany time; (v) Liens evidencing Capital Leases permitted by subsection 7.1; and (vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------; (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), 7.1(vi) so long as such Liens cover only property which was subject to Liens are existing prior to the time the entity which incurred securing such Indebtedness before such Indebtedness became a Subsidiary of Company; provided that such Acquired Indebtedness; (v) Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companysecuring Indebtedness permitted under subsection 7.l(iii); and (vvi) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) Liens securing Indebtedness permitted under described in subsection 7.1(vii), which 7.1(iii) on assets financed by such Indebtedness; 108 (v) Liens are existing on cash and Investments made from the proceeds of the issuance of the Subordinated Notes and the Holdings Discount Notes prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition expenditure of such Subsidiary and such Liens extend to or 133 cover only proceeds upon consummation of the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyMerger; and (vvi) Other Liens securing on the assets of an Acquiring Subsidiary of Company to secure Incurred Permitted Acquisition Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstandingof such Subsidiary.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documentsextent that the Indebtedness secured by any of the Liens described in this subsection 7.2A(ii) is permitted by subsection 7.1(iii) (or permitted by subsection 7.1(xi) in the case of refinancings of Indebtedness permitted by subsection 7.1(iii)), (a) Liens on any asset (other than Collateral) existing at the time of acquisition of such asset by the Company or a Subsidiary, or (b) Liens in respect of Capital Leases and purchase-money Indebtedness, or (c) Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by the Company or a Subsidiary or to secure any Indebtedness permitted hereby incurred by the Company or a Subsidiary at the time of or with ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof, or (d) Liens on assets of a Person that becomes a direct or indirect Subsidiary of the Company after the date of this Agreement (so long as such Liens exist at the time such Person becomes a Subsidiary and are not created in anticipation thereof); provided, however, that any Lien described in this subsection 7.2A(ii) shall encumber only the asset so acquired (or the assets owned the Person who becomes a Subsidiary at the time it becomes a Subsidiary) and proceeds thereof, and the amount of Indebtedness secured by any such Lien shall not exceed the fair market value of the encumbered assets; (iii) Liens described in Schedule 7.2 annexed hereto; ------------existence on the Closing Date that secure Indebtedness under the Existing Receivables Securitization Program or under the Existing 2004 Senior Notes, or 113 CREDIT AGREEMENT Liens that secure Indebtedness under a Permitted Receivables Securitization Program that encumber no more assets (it being understood that a security interest in all Accounts of a Person does not encumber more assets merely because the quantity or value of such Accounts increases from time to time) and are otherwise no less favorable to any Loan Party, any Agent, or any Lender (as determined by each of the Administrative Agent and the Collateral Agent, each in the exercise of its reasonable credit judgment) than the Liens in existence on the Closing Date that secure Indebtedness under the Existing Receivables Securitization Program; (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to industrial revenue or pollution control bonds issued by the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided provided, however, that such Liens were -------- not incurred in connection with, or in contemplation of, (a) the acquisition aggregate principal amount of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered Indebtedness secured by such Liens shall not exceed the lesser of cost or fair market value, as determined in good faith by the Governing Body of Holdings, of the assets or property so financed, and which were owned by (b) such entity, in each case at Liens shall not encumber any property or assets of Holdings or any of its Subsidiaries other than the time such entity became a Subsidiary of Companyassets or property so financed; and (v) Other other Liens (other than Liens on Inventory and Liens on all or substantially all of the otherwise unencumbered assets of the Company) securing Indebtedness in an aggregate amount not to exceed $1,000,000 25,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------; (iv) Liens securing Indebtedness permitted under subsection subsections 7.1(iii) and 7.1(vii), which Liens are existing prior ) with respect to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, property or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered financed by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyIndebtedness; and (v) Other Liens securing Indebtedness incurred by a Foreign Subsidiary under subsection 7.1(ix) and encumbering only the assets of such Foreign Subsidiary. Nothing in an aggregate amount not this subsection 7.2 shall prohibit (a) the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries for Cash at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents or (b) the creation, incurrence, assumption or existence of any Lien on or with respect to exceed $1,000,000 at any time outstandingMargin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENSProhibition on Liens. Holdings Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens constituting a second Ship Mortgage granted in connection with the financing of equipment or other appurtenances on the ship, barge or other vessel so secured by such second Ship Mortgage; provided that prior to granting such second Ship Mortgage, the Person to -------- which is granted such Lien shall have entered into an intercreditor agreement with Administrative Agent and Lenders and executed and delivered such other related agreements and instruments as reasonably requested by Administrative Agent in connection with such intercreditor agreement, in each case in form and substance satisfactory to Administrative Agent; (iv) Liens described in Schedule 7.2 annexed hereto; and ------------ (iv) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Capital Leases, other Indebtedness and other Contingent Obligations permitted under subsections 7.1(ix) and 7.4(x). B. Equitable Lien in an aggregate amount Favor of Lenders. If Company or any of its Restricted Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Liens excepted by the provisions of subsection 7.2A, it shall 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 Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the -------- foregoing, this covenant shall not be construed as a consent by Requisite Lenders to exceed $1,000,000 at the creation or assumption of any time outstanding.such Lien not permitted by the provisions of subsection 7.2A.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------ (iv) hereto and Liens ------------ securing the refinancing of the Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered secured by such Liens and which were owned to the extent permitted by such entity, in each case at the time such entity became a Subsidiary of Companysubsection 7.1; and (viii) Other Liens securing Indebtedness in an aggregate amount outstanding pursuant to clause (vii) of subsection 7.1, provided that Liens securing Indebtedness -------- permitted under subsection 7.1(vii) and (viii) shall not to exceed $1,000,000 at encumber any time outstanding.assets other than the assets (and proceeds thereof) purchased or financed with the proceeds of such Indebtedness;

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted EncumbrancesEncumbrances and Liens securing the Obligations; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed heretohereto and Liens ------------ securing the refinancing of the Indebtedness secured by such Liens to the extent permitted by subsection 7.1; ------------and (iviii) Other Liens securing Indebtedness outstanding pursuant to clause (vii) and (viii) of subsection 7.1, provided that Liens securing -------- Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to ) and (viii) shall not encumber any assets other than the time assets (and proceeds thereof) purchased or financed with the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition proceeds of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.Indebtedness;

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or 98 hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted on any asset existing at the time of acquisition of such asset by Company or a Subsidiary, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Company or a Subsidiary or to secure any Indebtedness permitted pursuant to subsection 7.1(iii) incurred by Company or a Subsidiary at the Collateral Documentstime of or within ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; PROVIDED, HOWEVER, that the Lien shall apply only to the asset so acquired and proceeds thereof; (iii) Liens described assumed in Schedule 7.2 annexed hereto; ------------connection with a Permitted Acquisition and Liens on assets of a Person that becomes a direct or indirect Subsidiary of Company after the date of this Agreement in a Permitted Acquisition, PROVIDED, however, that such Liens exist at the time such person becomes a Subsidiary and are not created in anticipation of such acquisition and in any event, do not in the aggregate secure Indebtedness in excess of $10,000,000 at any time; (iv) Liens described in SCHEDULE 7.2 annexed hereto; (v) Liens in respect of Capital Leases permitted pursuant to subsection 7.1(iii); (vi) Liens securing Indebtedness permitted under subsection 7.1(vii), which Liens are existing prior to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of CompanyObligations; and (vvii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 5,000,000 at any time outstanding. Notwithstanding the foregoing, Company and its Subsidiaries shall not enter into, or suffer to exist, any control agreements (as such term is defined in the UCC), other than Control Agreements entered into pursuant to subsection 6.10 or the Security Agreement.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of 110 118 goods or accounts receivable) of Holdings Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule SCHEDULE 7.2 annexed hereto; ------------and (iv) Liens on property of Company's Subsidiaries acquired in Permitted Acquisitions securing Acquisition Indebtedness permitted under subsection 7.1(vii7.1(vi), which Liens are existing prior PROVIDED that each such Lien is limited to the time the entity which incurred such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Companyso acquired; and (v) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 3,000,000 at any time outstanding. Nothing in this subsection 7.2 shall prohibit the sale, assignment, transfer, conveyance or other disposition of any Margin Stock owned by Company or any of its Subsidiaries at its fair value (as determined in good faith by its Board of Directors) so long as proceeds are held as Cash or Cash Equivalents, or the creation, incurrence, assumption or existence of any Lien on or with respect to any Margin Stock.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings Holdings, Company and each other Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State UCC or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted pursuant to the Collateral Documents; (iii) Liens described in Schedule 7.2 annexed hereto; ------------; (iv) Liens securing Purchase Money Indebtedness and evidencing Capital Leases, as permitted under subsection by subsections 7.1(vii); provided, which that any such Liens are existing prior shall only attach to the time the entity which incurred assets being acquired with such Indebtedness became a Subsidiary of Company; provided that such Liens were -------- not incurred in connection with, or in contemplation of, the acquisition of such Subsidiary and such Liens extend to or 133 cover only the property and assets of such entity which were covered by such Liens and which were owned by such entity, in each case at the time such entity became a Subsidiary of Company; andIndebtedness; (v) Liens securing Indebtedness permitted by subsection 7.1(xi), solely to the extent such Liens (a) replace Liens set forth on Schedule 7.2 annexed hereto with respect to the Indebtedness that is being refinanced, (b) are on the same assets as the replaced Liens and (c) are of the same scope and priority as the replaced Liens; (vi) Liens on the Excluded Stock; and 119 (vii) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 50,000,000 at any time outstanding.

Liens and Related Matters. A. PROHIBITION ON LIENS. Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the Uniform Commercial Code of any State or under any similar recording or notice statute, except: (i) Permitted Encumbrances; (ii) Liens granted created pursuant to the Collateral DocumentsDocuments in favor of the Administrative Agent for the benefit of the Lenders and/or the lenders under the Term Loan Credit Agreement securing Loan Parties' obligations under this Agreement, the Term Loan Credit Agreement and/or under Hedge Agreements with any such Lenders and/or lenders or their respective affiliates; provided that such Liens for the benefit of the lenders under -------- this Agreement shall at all times secure the Obligations on a First Priority basis; (iii) Liens described arising in Schedule 7.2 annexed heretoconnection with Capital Leases permitted under subsection 7.1(iii)(a); ------------provided that no such Lien shall extend to or cover -------- any Collateral or assets other than the assets subject to such Capital Leases; (iv) Liens of landlords arising under lease contracts in the ordinary course of business; (v) Liens consisting of rights of set-off and off-set of a customary nature or bankers' liens on amounts of deposit, whether arising by contract or operation of law, incurred in the ordinary course of business; (vi) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it; (vii) Liens incurred in connection with the purchase or shipping of goods or assets on the related assets and proceeds thereof in favor of the seller or shipper of such goods or assets. (viii) Liens securing Indebtedness permitted under by subsection 7.1(vii)7.1(iii)(b) incurred (a) to finance the acquisition, which Liens are existing prior to construction or improvement of any real property or tangible personal property assets acquired or held by Company or any of its Subsidiaries in the time the entity which incurred such Indebtedness became a Subsidiary ordinary course of Companybusiness; provided that (1) such Liens shall be created within 180 days after the -------- acquisition, construction or improvement of such assets, and (2) the principal amount of Indebtedness secured by any such Liens shall at no time exceed 100%, and the proceeds of such Indebtedness shall be used to provide not less than 75%, of the original purchase price of such asset or the amount expended to construct or improve such asset, as the case may be; or (b) to renew, extend or refinance any Indebtedness described in clause (a); provided that the amount of any such Indebtedness does not exceed the -------- amount of Indebtedness so renewed, extended or refinanced which is unpaid and outstanding immediately prior to such renewal, extension or refinancing; and provided further, that in the case of clause (a) or (b), -------- ------- (1) such Liens attach solely to the assets financed with such Indebtedness, (2) no recourse may be had under the Indebtedness secured by such Lien against any Person other than the borrower of such Indebtedness for the payment of principal, interest, fees, costs or premium on such Indebtedness or for any claim based thereon, and (3) the financial covenants under any Indebtedness secured by such Liens are, in each case, no more restrictive than those set forth in this Agreement; (ix) Liens securing Indebtedness permitted pursuant to subsection 7.1(ix) to the extent such Liens were -------- not in existence prior to a Permitted Acquisition; (x) Liens incurred in connection withwith the sale or factoring of accounts receivable by Permitted Foreign Subsidiaries; (xi) Liens securing Additional Secured Indebtedness; (xii) Liens securing reimbursement of obligations in respect of documentary letters of credit; provided, or in contemplation ofthat such Liens attach only to the documents, the acquisition goods covered thereby and the proceeds thereof; (xiii) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Subsidiaries securing such Person's obligations in respect of bankers' acceptance issued or created or the account of such Subsidiary and such Liens extend Person to facilitate the purchase, shipment or 133 cover only the property and assets storage of such entity which were covered by such inventory or other goods; (xiv) Liens encumbering customary initial deposits and which were owned by such entitymargin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in each case at the time such entity became a Subsidiary ordinary course of Companybusiness; and (vxv) Other Liens securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.