Common use of Limitation on Liens Clause in Contracts

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveObligations, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (A) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (B) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent preceding paragraph shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. (a) The Borrower will Company shall not, and will shall not permit any of Significant Subsidiary that guarantees the Restricted Subsidiaries Notes to, create, incur, assume Incur or suffer to exist any Lien (other than Permitted Liens) securing Debt upon any property of its Principal Property, whether owned at the Issue Date or assets of any kind thereafter acquired, unless it has made or shall make effective provision whereby the Notes or the applicable Guarantee shall be secured by a Lien on such Principal Property equally and ratably with (real or personal, tangible or intangibleprior to) all other Debt of the Borrower Company or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Significant Subsidiary that guarantees the Notes secured by a Lien for so long as such other Debt is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien); provided, however, that if the Debt is Subordinated Debt, the Lien on such Principal Property securing the Debt shall be subordinated and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely junior to the extent such Investment Lien securing the Notes or sale, disposition, transfer or leasethe Guarantees, as the case may be, would have been permitted on with the date of same relative priority as such Debt has with respect to the creation of such Lien;Notes or the Guarantees. (mb) Liens arising out For purposes of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by determining compliance with this Agreement;‎Section 4.08: (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating a Lien securing an item of Debt need not be permitted solely by reference to the establishment one category of depository relations with banks not given Permitted Liens (or any portion thereof) as defined hereof or pursuant to ‎Section 4.08(a) but may be permitted in connection with the issuance of Indebtedness, part under any combination thereof; and (ii) relating to pooled deposit in the event that a Lien securing an item of Debt (or sweep accounts any portion thereof) meets the criteria of one or more of the Borrower categories of Permitted Liens (or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred portion thereof) as described in the ordinary course definition of business “Permitted Liens” or pursuant to ‎Section 4.08(a), the Company shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify (as if Incurred at such later time), such Lien securing such item of Debt (or any portion thereof) in any manner that complies with this ‎Section 4.08(a) and will be entitled to include the amount and type of such Lien or such item of Debt secured by such Lien (or portion thereof) in one of the Borrower and categories of Permitted Liens (or any portion thereof) as described in the Restricted Subsidiaries definition of “Permitted Liens” or pursuant to ‎Section 4.08(a) and, in such event, such Lien securing such item of Debt (iiior any portion thereof) relating will be treated as being Incurred or existing pursuant to purchase orders and only such clause or clauses (or any portion thereof) or pursuant to ‎Section 4.08(a) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Liens or Debt that may be Incurred pursuant to any other agreements entered into with customers clause or paragraph. (c) With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Borrower or Incurrence of such Debt, such Lien shall also be permitted to secure any Restricted Subsidiary Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the ordinary course amount of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries such Debt in connection with any letter accrual of intent interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt with the same terms or purchase agreement permitted hereunder; (r) Liens on insurance policies and in the proceeds thereof securing the financing form of common stock of the premiums with respect thereto incurred Company, the payment of dividends on Preferred Stock in the ordinary course form of business; (s) Liens on specific items additional shares of inventory Preferred Stock of the same class, accretion of original issue discount or other goods liquidation preference and increases in 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of Debt outstanding solely as a result of fluctuations in the obligations secured thereby at any time outstanding does not exceed $750,000,000; and exchange rate of currencies or increases in the value of property securing Debt described in clause (v) additional Liens securing Indebtedness permitted under 8) of the first paragraph definition of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations“Debt.”

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Original Closing Date, provided that any Lien securing Indebtedness in excess of (x) $5,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (f) that are not listed on Schedule 10.2) to the Original Credit Agreement shall only be permitted to the extent such Lien is listed on Schedule 10.2 to the Original Credit Agreement; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000500,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Borrower (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; and (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any other asset or property, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent preceding paragraph shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2“Subject Lien”) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens secures obligations under any Indebtedness on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) any asset or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred Subsidiary, except: (i) in the ordinary course case of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Subject Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods and the proceeds thereof securing Collateral, if 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that Subject Lien is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000Permitted Lien; and (vii) additional in the case of any other asset or property, any Subject Lien if (A) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any secured Junior Debt) the obligations secured by such Subject Lien or (B) such Subject Lien is a Permitted Lien (provided, however, that any Lien upon any Intellectual Property owned or licensed by Canada Goose International AG that is incurred in reliance on this Section 10.2(a)(ii)(B) may not be incurred in reliance on clause (vi) (other than Liens securing Indebtedness and obligations (and any guarantee in respect thereof) permitted under the first paragraph to be incurred pursuant to clause (a), (r) or (dd) of Section 10.1), provided (xviii) (solely with respect to Liens to secure the refinancing, refunding, extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clause (vi) of the definition of Permitted Liens (other than Liens securing Indebtedness and obligations (and any guarantee in respect thereof) permitted to be incurred pursuant to clause (a), (r) or (dd) of Section 10.1)), (xx) or (xlii) of the definition of Permitted Liens). (b) Any Lien created for the benefit of the Secured Parties pursuant to Section 10.2(a)(ii) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Subject Lien that gave rise to the extent such Liens are contemplated obligation to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing so secure the Obligations.

Limitation on Liens. The Borrower and the Parent Guarantors will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Borrower, any Parent Guarantor or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)Documents; (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (ic) Liens securing Indebtedness permitted pursuant to Section 10.1(f10.1(a)(vi); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x)financed; (fd) Liens existing on the 2014 July Repricing Effective Datedate hereof and listed on Schedule 10.2; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through ), (c), (d), (f), (g), (h), (i) and clause (hk) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into connection with the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase incurrence of Permitted Refinancing Indebtedness in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) respect of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (Subsidiary, or is a Restricted Subsidiary that survives a merger with such Person) existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j10.1(a)(x); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien)to, and secure only the same Indebtedness (or obligations any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1(a)(x)) that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)Acquisition; (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of placed upon the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) Capital Stock of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 a Permitted Acquisition to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts secure Indebtedness of the Borrower or any other Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000the Guarantee and Collateral Exception Amount incurred pursuant to Section 10.1(a)(xi) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the Borrower or any other Restricted Subsidiary in an aggregate amount at any time outstanding not to exceed the Guarantee and Collateral Exception Amount; (uh) Liens securing Permitted Secured Acquisition Debt permitted by Section 10.1(a)(xi); provided that such Liens attach at all times only to the Collateral and to no property or assets of Holdings and its Subsidiaries other than the Collateral; (i) Liens securing Permitted Additional Junior Debt permitted by Section 10.1(a)(xiii); provided that such Liens attach at all times only to the Collateral and to no property or assets of Holdings and its Subsidiaries other than the Collateral; (j) additional Liens so long as the aggregate principal amount of the obligations so secured thereby at any time outstanding does not exceed $750,000,00060,000,000 at any time outstanding; and (vk) additional Liens securing Credit Agreement Refinancing Indebtedness permitted to be incurred under Section 10.1(a)(xxii); provided that, (A) in the first paragraph case of Section 10.1Liens securing obligations with respect thereto on a pari passu basis with the Liens securing the Obligations, provided that the Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the extent such Pari Passu Intercreditor Agreement and (B) in the case of Liens are contemplated securing obligations with respect thereto on a junior lien, subordinated basis to be the Obligations, the Senior Representative acting on assets that constitute Collateral, at the time such Indebtedness is incurred, behalf of the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Second Lien securing the ObligationsIntercreditor Agreement.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted Any Lien created for the benefit of the Secured Parties pursuant to Section 10.1(f); provided 10.2(a)(iii) above shall provide by its terms that (x) such Liens attach concurrently with or within two hundred Lien shall be automatically and seventy (270) days after completion unconditionally be released and discharged upon the release and discharge of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only Subject Lien that gave rise to the assets obligation to so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien on assets or property constituting Collateral if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveObligations, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent Borrower and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Subsidiary Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent preceding paragraph shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. The Borrower (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any other Subject Lien on assets or property not constituting Collateral, any Subject Lien if (i) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent Section 10.2(a)(iii) shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. The Neither the Borrower will not, and will not permit nor any of the Restricted Subsidiaries to, shall create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real on any of their respective properties or personal, tangible or intangible) of the Borrower or any Restricted Subsidiaryassets, whether now owned or hereafter acquired, except: except for Permitted Liens. For purposes of determining compliance with this Section 9.3, (ax) a Lien need not be incurred solely by reference to one category of Permitted Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to but may be incurred under Section 10.1(aaany combination of such categories (including in part under one such category and in part under any other such category), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case event that a Lien (or any portion thereof) meets the criteria of subsequent issuances one or more of such categories of Permitted Other Indebtedness constituting First Lien ObligationsLiens, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement Borrower shall, in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) aboveits sole discretion, the applicable Permitted Other Indebtedness Secured Parties (classify or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to reclassify such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products portion thereof) or in any manner that complies with the replacementdefinition of “Permitted Liens”, extension or renewal and (without increase z) in the amount or change event that a portion of Indebtedness secured by a Lien could be classified as secured in any direct or contingent obligor except part pursuant to the extent otherwise permitted hereunderclause (ee) of the Indebtedness secured thereby, definition of “Permitted Liens” (giving effect to the extent incurrence of such replacementportion of such Indebtedness), extension the Borrower, in its sole discretion, may classify such portion of such Indebtedness (and any obligations in respect thereof) as having been secured pursuant to clause (ee) and thereafter the remainder of such Indebtedness as having been secured pursuant to one or renewal is permitted by Section 10.1; (h) Liens existing on more of the assets other clauses of any Person this definition; provided, however, that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) the amount of Indebtedness incurred pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property Credit Facility that is affixed or incorporated into the property covered permitted to be secured by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior a Lien pursuant to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); clause (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (ic) of the Borrower or a Restricted Subsidiary in favor definition of “Permitted Liens” shall be reduced (not below zero) by the amount of any Indebtedness incurred pursuant to a Credit Party and Facility secured by a Lien that the Borrower classifies as having been incurred pursuant to clause (iiee) of any Restricted Subsidiary that is not a Credit Party in favor the definition of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection“Permitted Liens”. In addition, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens Lien securing Indebtedness that was permitted under the first paragraph of Section 10.1, provided that to the extent secure such Liens are contemplated to be on assets that constitute Collateral, Indebtedness at the time such Indebtedness is incurred, of the holders incurrence of such Indebtedness Indebtedness, such Lien shall have entered into intercreditor arrangements reasonably satisfactory also be permitted to the Administrative Agent providing that the Liens securing secure any Increased Amount of such Indebtedness shall rank junior to the Lien securing the ObligationsIndebtedness.

Limitation on Liens. (a) The Borrower will Company shall not, and will shall not permit any of the Restricted Subsidiaries to, Subsidiary to create, incur, assume or suffer to exist any Lien upon any property or assets (the “Initial Lien”) of any kind (real or personalexcept for Permitted Liens) securing any Indebtedness, tangible or intangible) unless the Securities are equally and ratably secured (except that Liens securing Subordinated Indebtedness shall be expressly subordinate to Liens securing the Securities to the same extent such Subordinated Indebtedness is subordinate to the Securities). Any Lien created for the benefit of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations Holders pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of preceding sentence shall provide by its terms that such holders) Lien shall enter into security documents with terms be automatically and conditions not materially more restrictive to unconditionally released and discharged upon the Credit Parties, taken as a whole, than the terms release and conditions discharge of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a);Initial Lien. (b) [Reserved]; For the purposes of determining compliance with, and the outstanding principal amount of Indebtedness secured by a Lien for purposes of, this Section 10.09, (ci) [Reserved]; (d) in the event that such Lien meets the criteria of more than one type of Permitted Lien, the Company, in its sole discretion, shall classify, and may from time to time reclassify, such Lien and only be required to include the amount and type of Indebtedness secured by such Lien in one or a combination of Permitted Liens; (e) ; provided that (i) Liens securing Indebtedness permitted outstanding on the Issue Date under the Credit Agreement shall be treated as incurred pursuant to clause (b) of the definition of “Permitted Liens”, and (ii) the Lien of any obligor securing such Indebtedness (or of any other Person who could have incurred such Lien under this Section 10.1(f)10.09) shall be disregarded to the extent that such Lien secures the principal amount of such Indebtedness. (c) Except as provided in clause (d) below with respect to Liens securing Indebtedness denominated in a foreign currency, the amount of any Indebtedness secured by a Lien outstanding as of any date shall be: (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (a) the Fair Market Value of such assets at the date of determination; and (b) the amount of the Indebtedness of the other Person. (d) For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Liens securing Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness secured by Liens pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred, in the case of term Indebtedness secured by Liens, or first committed, in the case of revolving credit Indebtedness secured by Liens; provided that (x) the dollar-equivalent principal amount of any such Indebtedness secured by Liens attach concurrently with or within two hundred and seventy (270) days after completion of outstanding on the acquisitionIssue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being incurred), and such refinancing would cause the applicable dollar-denominated restriction on Liens attach to be exceeded if calculated at all times only the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction shall be deemed not to have been exceeded so long as the assets so financed except principal amount of such refinancing Indebtedness secured by Liens, calculated as described in the following sentence, does not exceed (1i) for accessions to the property financed with the proceeds outstanding or committed principal amount (whichever is higher) of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and being refinanced plus (ii) Liens on the assets aggregate amount of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n)fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (gz) the modification, replacement, extension or renewal dollar-equivalent principal amount of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes denominated in a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) foreign currency and incurred pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, or existing on assets acquired after at the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens Company’s option, (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collectionIssue Date, (ii) attaching to commodity trading accounts any date on which any of the respective commitments under such Credit Facility shall be reallocated between or other commodity brokerage accounts incurred in the ordinary course of business; and among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder or (iii) in favor the date of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller such incurrence. The principal amount of any property Indebtedness secured by Liens incurred to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investmentrefinance other Indebtedness, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property if incurred in a transaction permitted under Section 10.4different currency from the Indebtedness being refinanced, in each case, solely shall be calculated based on the currency exchange rate applicable to the extent currencies in which such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted respective Indebtedness is denominated that is in effect on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsrefinancing.

Limitation on Liens. The Borrower will notNo Loan Party shall, and will not no Loan Party shall suffer or permit any of the Restricted its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets part of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiaryits Property, whether now owned or hereafter acquired, except:other than the following (“Permitted Liens”): (a) Non-ABL Priority Liens arising under securing (i) the Credit Documents securing the Obligations Non-ABL Priority Lien Debt permitted pursuant to Section 6.05(a)(v) and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First all other related Non-ABL Priority Lien Obligations in respect of Non-ABL Priority Lien Debt permitted pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a6.05(a)(v); (b) [Reserved]Liens securing the Secured Obligations; (c) [Reserved]Liens granted by (i) any Person in favor of any Loan Party or (ii) any Person other than a Loan Party in favor of any other Subsidiary that is not a Loan Party; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) on property of a Person existing at the time such Liens attach concurrently Person becomes a Subsidiary of the Borrower or is merged with or within two hundred and seventy (270) days after completion into or consolidated with the Borrower or any Subsidiary of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)Borrower; provided that such Liens (i) are were in existence prior to the contemplation of such Person becoming a Subsidiary of the Borrower or such merger or consolidation and (ii) do not created extend to any assets other than those of the Person that becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or a Subsidiary of the Borrower; (e) Liens on property (including Equity Interests) existing at the time of acquisition of the property by the Borrower or any Subsidiary of the Borrower; provided that (i) such Liens were in existence prior to, and not incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and acquisition, (ii) attach at all times do not extend to any assets other than the applicable acquired assets and (iii) only secure those obligations which it secures on the date of such acquisition; (f) Liens, pledges or deposits to secure the payment of rent or under worker’s compensation or unemployment laws or other obligations of a like nature, or judicial or appeal deposits, in each case incurred in the ordinary course of business; (g) Liens to secure Indebtedness (including Finance Lease Obligations) permitted to be incurred pursuant to Section 6.05(a)(iii); provided that, (i) any such Lien attaches to such Property within six months of the acquisition thereof, (ii) such Lien attaches solely to the same assets to which Property so acquired, designed, constructed or improved, as applicable, in such Liens attached (transaction and after-acquired property that is affixed or incorporated into the property covered by such Lien)proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of acquisition, design, construction and/or improvement of such Property; (h) Liens on assets of any Foreign Subsidiary to secure only the same Indebtedness or other obligations that such Liens secured, immediately prior permitted to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)be incurred under this Agreement; (i) [Reserved]Any Lien existing on the Property of a Loan Party or a Subsidiary of a Loan Party on the Restatement Effective Date and set forth in Schedule 6.01 securing Indebtedness outstanding on such date and permitted by Section 6.05(a)(ii), including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 6.05(a)(ii); (j) Liens securing Indebtedness for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other obligations appropriate provision as is required in conformity with GAAP has been made therefor; (k) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business and which (i) are not past due for a period of more than sixty (60) days, (ii) remain payable without penalty or (iii) which are being contested in good faith and by appropriate proceedings diligently prosecuted and for which adequate reserves in accordance with GAAP are being maintained; (l) Survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not 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; (m) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred pursuant to Section 6.05(a)(ii), (iii), (x) and (xi); provided, however, that (without limiting the other conditions set forth in the definition of Permitted Refinancing Indebtedness): (i) the new Liens are limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Liens (plus improvements and accessions to, such property or proceeds or distributions thereof); and (ii) the Indebtedness secured by the new Liens is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; (n) Liens securing Swap Obligations so long as the related Indebtedness (if applicable) is, and is permitted to be under this Agreement, secured by a Lien on the same property securing such Swap Obligations and so long as (i) such Swap Obligations are permitted under Section 6.05, (ii) such Liens do not attach to any ABL Priority Collateral of the Loan Parties and (iii) if such Liens attach to any other Collateral, the holders of such Liens enter into an Intercreditor Agreement on terms and substance acceptable to the Administrative Agent in its sole discretion; (o) Leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or a Restricted any of its Subsidiaries and do not secure any Indebtedness; (p) Liens granted in the ordinary course of business on equipment of (i) any Foreign Subsidiary in favor of a Credit Party and or (ii) of any Restricted Domestic Subsidiary that is not a Credit Loan Party and has no operations in favor of any Restricted Subsidiary that is not a Credit Partythe United States; (kq) Liens (if any) arising from UCC financing statement notice filings regarding operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (r) Liens (if any) arising out of conditional sale, title retention, consignment or similar arrangements, or that are contractual rights of set-off, relating to the sale or purchase of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (s) Deposits made with insurance carriers (or their designees) in the ordinary course of business to secure liability for premiums to insurance carriers; (t) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(h), so long as such Liens are adequately bonded; (u) Liens (i) of a collecting collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; business and not for speculative purposes, and (iii) in favor of a banking institution 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; (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (nv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.56.05 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pw) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries; provided, however, in the Restricted Subsidiaries case of any account required to be subject to a Control Agreement hereunder, such Liens shall be waived or subordinated, as applicable, to the reasonable satisfaction of the Administrative Agent or the Administrative Agent shall be permitted to establish a Reserve in its Permitted Discretion; (iiix) relating Any encumbrance or restriction (including put and call arrangements) with respect to purchase orders and other agreements entered into with customers Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (y) [Reserved]; (z) Liens incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary with respect to obligations in an aggregate amount that, when taken together with all other obligations secured by Liens pursuant to this clause (z), do not exceed the greater of (i) $50,000,000 and (ii) 2% of the Consolidated Assets of the Borrower and its Subsidiaries (measured as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.11(a))), and do not attach to ABL Priority Collateral of the Loan Parties; (aa) Liens on cash or Cash Equivalents (in any case, that is not on deposit in any Collection Account, Concentration Account or any other deposit account or securities account required to be subject to a Control Agreement) securing (I) reimbursement obligations under letters of credit, or bid, performance, appeal, surety or customs bonds, (II) Swap Obligations, or (III) obligations in relation to the performance of public or statutory obligations, or performance, bid, appeal, surety or customs bonds, which letters of credit, bonds or such other obligations are otherwise not secured by Non-ABL Priority Liens or the Liens under the Loan Documents, in an aggregate amount not to exceed $250,000,000 in the aggregate (of which no more than $50,000,000 shall be with respect to the Loan Parties); (bb) Equitable or other Liens (excluding Liens on cash or Cash Equivalents) in favor of the issuer of any bid, performance, appeal, surety or customs bonds incurred in the ordinary course of business, so long as: (i) in the case of any such Liens on any Collateral that is not associated with the contract or other matter that is the subject of any bid, performance, surety or customs bond, such Liens are either (a) not perfected or (b) junior in priority to the Lien of the Administrative Agent; and (ii) in the case of any such Liens on any Collateral in respect of appeal bonds, such Liens are either (a) not perfected or (b) (x) junior in priority to the Lien of the Administrative Agent and (y) if the aggregate amount of obligations in respect of appeal bonds secured by such Liens on the Collateral exceed $20,000,000, subject to an Intercreditor Agreement with the Administrative Agent in terms and substance acceptable to the Administrative Agent in its sole discretion; (cc) 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 in the ordinary course of business; (qdd) To the extent such transactions may be recharacterized as secured indebtedness, Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any incurred in favor of the Restricted Subsidiaries purchasers of accounts receivable in connection with any letter of intent or purchase agreement permitted hereundera Permitted Sales-Type Lease Transaction; (ree) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars Indebtedness permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,0006.05(a)(xix); and (vff) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to To the extent such transactions may be recharacterized as secured indebtedness, Liens are contemplated to be on assets that constitute Collateralin favor of the lessor in connection with a Sale and Leaseback Transaction permitted hereunder. Notwithstanding the foregoing, at the time such Indebtedness is incurred, the holders none of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior permitted pursuant to the Lien securing the Obligationsthis Section 6.01 may at any time attach to any Loan Party’s Accounts, other than those permitted under clauses (a), (b), (j), (dd) and (ff) above.

Limitation on Liens. (a) The Borrower will Company shall not, and will shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer permit to exist any Lien upon (except Permitted Liens) that secures Obligations under any property Indebtedness or assets any related guarantee of Indebtedness of any kind (real any such lien, the “Initial Lien”), on any asset or personal, tangible or intangible) property of the Borrower Company or any of its Restricted Subsidiary, whether Subsidiaries now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) except in the case of Liens securing any assets or property that do not constitute Collateral, any Initial Lien if the Notes and the Subsidiary Guarantees are secured equally and ratably with (or prior to) the obligations secured by such Initial Lien (subject to Permitted Other Indebtedness Obligations that constitute First Liens). (b) Any Lien Obligations created for the benefit of the holders of the Notes pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holdersSection 4.12(a) shall enter into security documents with provide by its terms that such Lien shall be deemed automatically and conditions not materially more restrictive to unconditionally released and discharged upon the Credit Parties, taken as a whole, than the terms release and conditions discharge of each of the Initial Liens. (c) If the Company or any of its Restricted Subsidiaries creates any Lien upon any asset or property that is not at such time Collateral in order to secure any Pari Passu Lien Debt, it must concurrently grant a first-priority Lien upon such property or assets as security for the Notes and the Subsidiary Guarantees, such that the asset or property subject to such Lien will constitute Collateral under this Indenture and the Security Documents and Documents, subject to Permitted Liens. For purposes of determining compliance with this Section 4.12, (x) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category (or portion thereof) of Permitted Liens described in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligationsdefinition thereof or by reference to Section 4.12(a), the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement but may be permitted in part under any combination thereof and (y) in the case event that a Lien securing an item of subsequent issuances Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Other Indebtedness constituting First Lien ObligationsLiens described in the definition thereof or is permitted by Section 4.12(a), the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party Company shall, in its sole discretion, be entitled to the First Lien Intercreditor Agreement divide, classify or reclassify, or later divide, classify, or reclassify, in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon whole or in the same assets theretofore subject to part, any such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products portion thereof) in any manner. The expansion of Liens by virtue of accretion or amortization of original issue discount, the replacementpayment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class accretion of original issue discount or liquidation preference, extension or renewal (without increase increases in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets outstanding solely as a result of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items fluctuations in the course exchange rate of collection, (ii) attaching to commodity trading accounts currencies or other commodity brokerage accounts incurred increases in the ordinary course value of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property securing Indebtedness, will not be deemed to be acquired in an Investment permitted pursuant to incurrence of Liens for purposes of this Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations4.12.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that constitute, or are intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into with the First Lien Collateral Agent a Customary Intercreditor Agreement and (y) in which agreement shall provide that the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, Liens on the representative for the holders of Collateral securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have become a party the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Customary Intercreditor Agreement with terms and conditions not materially more restrictive the Collateral Agent which agreement shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall rank junior in priority to the Credit Parties, taken as a whole, than Liens on the terms Collateral securing the Obligations and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a); (b) [Reserved]Permitted Encumbrances; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, restoration, construction, expansion or improvement (as applicable) of the property subject to such Liens and or the making of the applicable Capital Expenditures, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2iii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property and assets existing on the Closing Date or pursuant to agreements in existence on the Closing Date and listed on Schedule 10.2 or, to the extent not listed in such Schedule, such property or assets have a Fair Market Value that does not exceed $5,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section 10.1 and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that such Liens secured on the assets of a Restricted Subsidiary that is not a Credit Party securing Closing Date and any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, Refinancing, replacement, extension or renewal (or successive modifications, Refinancings, replacements, extensions or renewals) of any Lien permitted by clauses (a) through c), (d), (f), (p), (t), (u) and clause (hbb) of this Section 10.2 upon or in the same assets theretofore subject to such Lien other than (or upon or in i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (f), (t), (u) or (bb), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (or is including by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Section 9.15), or existing on assets acquired, pursuant to an Acquisition or other Investment permitted by under Section 10.5, 10.5 or existing on assets acquired after the Original Closing Date Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached to (and other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)as applicable; (ig) [Reserved]Liens arising out of any license, sublicense or cross-license of Intellectual Property permitted under Section 10.4; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, dispositionDisposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice; provided that, Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇e▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred thereto; (p) Liens on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (sr) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (i) Liens on specific items of inventory or other goods and the proceeds thereof Capital Stock in Joint Ventures 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 Joint Ventures and (ii) to facilitate the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property or assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Non-Credit Party in securing Indebtedness of a currency other than Dollars Non-Credit Party permitted by under Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,00010.1(v); (u) additional Liens so long as not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u)) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $225,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date; provided that, if such Liens are on Collateral, then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby at (or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness or other obligations shall rank junior to the Liens on the Collateral securing the Obligations. Without any time outstanding does not exceed $750,000,000; andfurther consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u); (v) additional Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and, at the time of incurrence thereof, not for speculative purposes; (w) Liens on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such defeasance or satisfaction or discharge is permitted under this Agreement; (x) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business or consistent with past practice; (y) Liens securing commercial letters of credit permitted pursuant to Section 10.1(z); (z) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (aa) Liens securing Hedging Agreements submitted for clearing in accordance with Applicable Law; (bb) Liens securing Indebtedness permitted under Section 10.1(k), (s) or (x); provided that, subject to Section 1.11, after giving pro forma effect to the Incurrence of any such Liens and the Incurrence of such Indebtedness and to any Acquisition, Investment, Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and Restricted Subsidiaries shall be in compliance on a pro forma basis with a Consolidated Secured Debt to Consolidated EBITDA Ratio of less than or equal to 5.00:1.00, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, and any Specified Transaction or Specified Restructuring to be consummated in connection therewith occurred on the first paragraph day of Section 10.1such Test Period; provided, provided that to the extent further, that, if such Liens are contemplated to be on assets that constitute Collateral, at then the time such Indebtedness is incurred, Borrower may elect to have the holders of such the Indebtedness shall have entered or other obligations secured thereby (or a representative or trustee on their behalf) enter into intercreditor arrangements reasonably satisfactory to the Administrative Agent a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness or other obligations shall rank junior to the Lien Liens on the Collateral securing the Obligations.. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of such Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into intercreditor arrangements substantially consistent with the Second Lien provisions of the Intercreditor Agreement (but with Liens securing Obligations being senior Liens thereunder) and otherwise reasonably satisfactory to the Administrative Agent and the Required Lenders and (y) in the case of subsequent issuances of such Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement such intercreditor arrangements in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii); (biii) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (i) Liens securing Indebtedness permitted the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien. (b) Any Lien created for the benefit of the Secured Parties pursuant to Section 10.1(f); provided 10.2(a)(iii) above shall provide by its terms that (x) such Liens attach concurrently with or within two hundred Lien shall be automatically and seventy (270) days after completion unconditionally be released and discharged upon the release and discharge of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only Subject Lien that gave rise to the assets obligation to so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, Incur or assume or suffer to exist any Lien upon that secures any Indebtedness on any asset or property of the Borrower or such Restricted Subsidiary or any income or profits therefrom, other than (a) Permitted Liens and (b) Liens securing Indebtedness that are expressly junior in priority to the Liens on such property or assets securing the Obligations pursuant to the Junior Intercreditor Agreement or any other intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. In addition, if, after the Pulitzer Debt Satisfaction Date, the Borrower or any Subsidiary Guarantor shall create, Incur or assume any Lien on any property or assets of any kind (real or personal, tangible or intangible) asset of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseGuarantor, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional salesecuring Pulitzer First Lien Indebtedness, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or such Subsidiary Guarantor, as the case may be, must concurrently grant a second-priority Lien (which shall be a first-priority Lien in the event the Second Lien Term Loans and any other Pulitzer First Lien Indebtedness is no longer outstanding), subject to Permitted Liens, upon such property or asset as security for the Loans and the Subsidiary Guarantees pursuant to the terms and provisions of the Restricted Subsidiaries in Security Documents, the ordinary course of business permitted by this Pulitzer Junior Intercreditor Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower Pulitzer Pari Passu Intercreditor Agreement or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsagreement.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)Documents; (b) [Reserved]Liens securing Indebtedness permitted to be incurred pursuant to Section 10.1(b), and Hedging Obligations and Cash Management Obligations permitted to be secured on a pari passu basis with the ABL Loans under the ABL Credit Documents; provided that such Lien over the Collateral shall be subject to the Applicable Intercreditor Agreements reflecting its pari passu status as compared with the Liens securing the ABL Loans; (c) [Reservedreserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f10.1(h); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisitionexcept as otherwise permitted hereby, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (e) Liens permitted to remain outstanding under the Plan; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 shall only be permitted to the extent such Lien is listed on Schedule 10.2; (f) (i) Liens securing Indebtedness permitted to be incurred under clause (B)(2) of the proviso to Section 10.1(k)(i), Section 10.1(v)(i), Section 10.1(v)(ii) or Section 10.1(w)(i); provided that (A) the representative of such Indebtedness shall have entered into the Applicable Intercreditor Agreements to the extent secured by the Collateral reflecting its pari passu or junior (but not senior) priority status as compared with the Liens securing the Obligations and (B) (I) with respect to Indebtedness incurred in reliance on clause (B)(2) of the proviso to Section 10.1(k)(i) that is secured by Liens on a pari passu basis with any Liens securing the Initial Term Loans (without regard to control of remedies), immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio is no greater than 3.30 to 1.00 and (II) with respect to Indebtedness incurred in reliance on clause (B)(2) of the proviso to Section 10.1(k)(i) that is secured by Liens that are junior in right of security to the Liens securing the Initial Term Loans, immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is no greater than 3.30 to 1.00 and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Refinancing Indebtedness permitted pursuant to be incurred under Section 10.1(n10.1(k)(ii), (pSection 10.1(v)(iii) or (xand Section 10.1(w)(ii); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such PersonPerson or any of its Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment permitted by Section 10.5, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or existing on assets acquired after the Original Closing Date Date, to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)10.1; provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached and after-acquired property, property that is affixed or incorporated into the property covered by such Lien and accessions thereto and products and proceeds thereof, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment financed by such lender, it being understood that such requirement to pledge such after-acquired property shall not be permitted to apply to any such after-acquired property to which such requirement would not have applied but for such acquisition except as otherwise permitted hereunder, and any Refinancing Indebtedness thereof permitted by Section 10.1; (h) additional Liens on assets of any Restricted Subsidiary that is not a Credit Party securing Indebtedness of such Restricted Subsidiary permitted pursuant to Section 10.1 (or other obligations of such Restricted Subsidiary not constituting Indebtedness); (i) additional Liens on assets that do not constitute Collateral prior to the creation of such Liens, so long as the Credit Facilities hereunder are equally and ratably secured thereby and the aggregate amount of Indebtedness secured thereby at any time outstanding does not exceed $160,000,000; provided that such Liens are subject to intercreditor arrangements reasonably satisfactory to the Borrower and the Collateral Agent, it being understood and agreed that intercreditor arrangements in substantially the form of the Applicable Intercreditor Agreements are satisfactory; (j) additional pari passu or junior Liens securing Indebtedness, so long as (i)(x) with respect to Indebtedness that is secured by Liens on a pari passu basis with any Liens securing the Initial Term Loans (without regard to control of remedies), immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio is no greater than 3.30 to 1.00 and (y) with respect to Indebtedness that is secured by Liens that are junior in right of security to the Liens securing any Initial Term Loans, immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is no greater than 3.30 to 1.00 and (ii) the holder(s) of such Liens (or a representative thereof) shall have entered into the Applicable Intercreditor Agreements; (k) additional Liens, so long as the aggregate amount of obligations secured thereby at any time outstanding does not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance; (l) (i) Liens on accounts receivable, other Receivables Facility Assets, or accounts into which collections or proceeds of Receivables Facility Assets are deposited, in each case arising in connection with a Permitted Receivables Financing permitted under Section 10.1(u) and (ii) Liens on Securitization Assets and related assets arising in connection with a Qualified Securitization Financing permitted under Section 10.1(u); (m) Permitted Encumbrances; and (n) the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clause (e), clause (g) and clause (i) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such LienLien and accessions thereto or any proceeds or products thereof) or the Refinancing Indebtedness (without a change in any obligor, except to the extent otherwise permitted hereunder) of the Indebtedness or other obligations secured thereby (including any unused commitments), to the extent such Refinancing Indebtedness is permitted by Section 10.1; provided that in the case of any such supplement, amendment, amendment and secure only the same Indebtedness or obligations that such Liens securedrestatement, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, restructuring, extension or renewal or extension thereof of any Lien permitted by Section 10.1(j); clause (ig) [Reserved]; (j) Liens securing Indebtedness or other obligations and clause (i) of this Section 10.2, the Borrower requirements set forth in the proviso to clause (g) or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens clause (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may beapplicable, would shall have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationssatisfied.

Limitation on Liens. (a) The Borrower will Issuer shall not, and will shall not permit any of the Restricted Subsidiaries Subsidiary to, createdirectly or indirectly, incur, assume Incur or suffer to exist any Lien upon on any property now owned or acquired after the Issue Date to secure any Indebtedness, other than (collectively, “Permitted Liens”): (i) Liens on property or assets of the Issuer and its Subsidiaries existing on the Issue Date and any kind modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure on the Issue Date (real and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 9.08) and shall not subsequently apply to any other property or personal, tangible or intangible) assets of the Borrower Issuer or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, Subsidiary other than (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any and (B) proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hii) any Lien securing Indebtedness incurred under Section 9.08(b)(ii) and Liens existing on under the assets applicable collateral documents securing obligations in respect of any Person that becomes a Restricted Subsidiary Hedging Agreements and Cash Management Agreements (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after and for the Original Closing Date avoidance of doubt and notwithstanding anything herein to the extent contrary, such Liens may be secured on a pari passu basis with or a junior basis to the Liens securing the First Lien Obligations); (iii) any Lien on such assets secure any property or asset of the Issuer or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 10.1(j9.08(b)(viii); provided provided, that (x) such Liens (i) are Lien is not created in contemplation of or incurred in connection with, or in contemplation of, with such Person becoming such a Restricted Subsidiary acquisition or such assets being acquired person becoming a Subsidiary, as the case may be, and (iiy) attach such Lien does not apply to any other property or assets of the Issuer or any of the Subsidiaries not securing such Indebtedness at all times only to the same assets to which date of the acquisition of such Liens attached property or asset and accessions and additions thereto and proceeds and products thereof (other than accessions thereto and proceeds thereof so acquired or any after-acquired property of such person becoming a Subsidiary (but not of the Issuer or any Guarantor, including the Issuer or any Guarantor into which such acquired entity is merged) required to be subjected to such Lien pursuant to the terms of such Indebtedness (and Permitted Refinancing Indebtedness in respect thereof)); (iv) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that is affixed are being contested in good faith; (v) Liens imposed by law, constituting landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or incorporated into the property covered by such Lien)other like Liens, and secure only the same Indebtedness or securing obligations that such Liens securedare not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, immediately prior to such Permitted Acquisition and if applicable, the Issuer or any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)Subsidiary shall have set aside on its books reserves in accordance with GAAP; (i) [Reserved]; (j) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing Indebtedness liability to insurance carriers under insurance or other self-insurance arrangements in respect of such obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (kvii) deposits and other Liens to secure the performance of bids, trade contracts (i) other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a collecting bank arising under Section 4-210 like nature (including letters of credit in lieu of any such bonds or to support the Uniform Commercial Code on items issuance thereof), in each case to the course of collection, (ii) attaching to commodity trading accounts or extent such deposits and other commodity brokerage accounts Liens are incurred in the ordinary course of business; , including those incurred to secure health, safety and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries environmental obligations in the ordinary course of business permitted by this Agreementbusiness; (nviii) Liens deemed zoning, land use and building restrictions, regulations and ordinances, easements, survey exceptions, minor encroachments by and on the Real Property, railroad trackage rights, sidings and spur tracks, leases (other than Capitalized Lease Obligations), subleases, licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to exist in connection the use of Real Property, reservations, restrictions and leases of or with Investments in repurchase respect to oil, gas, mineral, riparian and water rights and water usage, servicing agreements, development agreements, site plan agreements permitted under Section 10.5; (o) Liens encumbering reasonable customary initial deposits and margin deposits and other similar Liens attaching to commodity trading accounts or other brokerage accounts encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Issuer or any Subsidiary; (pix) Liens securing Indebtedness permitted by Sections 9.08(b)(ix) and 9.08(b)(x); provided, that such Liens do not apply to any property or assets of the Issuer or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates); (x) [reserved]; (xi) non-consensual Liens securing judgments that do not constitute an Event of Default under Section 5.01(g); (xii) any interest or title of a ground lessor or any other lessor, sublessor or licensor under any ground leases or any other leases, subleases or licenses entered into by the Issuer or any Subsidiary in the ordinary course of business, and all Liens suffered or created by any such ground lessor or any other lessor, sublessor or licensor (or any predecessor in interest) with respect to any such interest or title in the real property which is subject thereof; (xiii) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Borrower Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower Issuer or any Subsidiary, including with respect to credit card charge-backs and the Restricted Subsidiaries similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers customers, suppliers or service providers of the Borrower Issuer or any Restricted Subsidiary in the ordinary course of business; (qxiv) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds related to transactions not otherwise prohibited by the terms of this Indenture or (v) in favor of credit card companies pursuant to agreements therewith; (xv) Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar obligations permitted under Section 9.08(b)(vi) or (xv) and incurred in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Indebtedness for borrowed money; (xvi) leases or subleases, and licenses or sublicenses (including with respect to any fixtures, furnishings, equipment, vehicles or other personal property or Intellectual Property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Issuer and its Subsidiaries, taken as a whole; (xvii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xviii) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower Issuer or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (rxix) [reserved]; (xx) Liens on insurance policies any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (xxi) the prior rights of consignees and the proceeds thereof securing the financing of the premiums with respect thereto incurred their lenders under consignment arrangements entered into in the ordinary course of business; (sxxii) agreements to subordinate any interest of the Issuer or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Issuer or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (xxiii) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (xxiv) Liens (x) on Equity Interests in joint ventures that are not Subsidiaries (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (y) on Equity Interests in Unrestricted Subsidiaries securing obligations solely of the Unrestricted Subsidiaries; (xxv) Liens on specific items securities that are the subject of inventory repurchase agreements constituting Cash Equivalents under clause (c) of the definition thereof; (xxvi) Liens on Collateral that are Other First Liens securing Indebtedness permitted pursuant to Section 9.08(b)(xii) and (xxxi); provided, that such Liens are subject to the First Lien/First Lien Intercreditor Agreement; (xxvii) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums; (xxviii) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (xxix) Liens securing Indebtedness or other obligations (i) of the Issuer or a Subsidiary in favor of the Issuer or any Guarantor and (ii) of any Subsidiary that is not a Guarantor in favor of any Subsidiary that is not a Guarantor; (xxx) Liens on cash or Cash Equivalents securing Hedging Agreements entered into for non-speculative purposes in the ordinary course of business submitted for clearing in accordance with applicable requirements of law; (xxxi) Liens on goods and or inventory the proceeds thereof securing such Person’s obligations in respect purchase, shipment or storage price of which is financed by a documentary letters letter of credit or banker’s acceptances bank guarantee issued or created for the account of the Issuer or any Subsidiary in the ordinary course of business; provided, that such Person to facilitate Lien secures only the purchase, shipment obligations of the Issuer or storage such Subsidiaries in respect of such inventory letter of credit, bank guarantee or goodsbanker’s acceptance to the extent permitted under Section 9.08; (txxxii) Subordination, non-disturbance and/or attornment agreements with any ground lessor, lessor or any mortgagor of any of the foregoing, with respect to any ground lease or other lease or sublease entered into by Issuer or any Subsidiary; (xxxiii) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars are Other First Liens or Junior Liens, so long as such Other First Liens or Junior Liens secure Indebtedness permitted by Section 10.1(c9.08(b)(ii) and such Liens are subject to the First Lien/First Lien Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable; (xxxiv) liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Issuer or any of the Subsidiaries in the ordinary course of business; (xxxv) with respect to any Real Property which is acquired in fee after the Issue Date, Liens which exist immediately prior to the date of acquisition, excluding any Liens securing Indebtedness which is not otherwise permitted hereunder; provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Issuer or any of its Subsidiaries; (xxxvi) other Liens (i) that are incidental to the conduct of the Issuer’s and its Subsidiaries’ businesses or the ownership of its property not securing any Indebtedness of the Issuer or a Subsidiary, and which do not in the aggregate materially detract from the value of the Issuer’s and its Subsidiaries’ property when taken as a whole, or materially impair the use thereof in the operation of its business and (ii) with respect to property or assets of the Issuer or any Subsidiary securing obligations that are not Indebtedness in an aggregate outstanding principal amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as that, together with the aggregate principal amount of other obligations that are secured pursuant to this clause (xxxvi)(ii), immediately after giving effect to the obligations secured thereby at any time outstanding does incurrence of such Liens, would not exceed $750,000,000; and75,000,000; (vxxxvii) additional (i) Liens on Collateral that are Second Liens securing Indebtedness permitted under pursuant to Section 9.08(b)(xx), (ii) Liens on Collateral that are Second Liens securing additional Indebtedness permitted pursuant to Section 9.08 in an aggregate principal amount outstanding at any time in the first paragraph case of this clause (ii) not greater than an amount equal to $500,000,0000, and (iii) Liens on Collateral that secure additional Indebtedness permitted pursuant to Section 10.19.08 on a basis that is junior to any Liens permitted pursuant to clauses (i) and (ii) above; provided, that in case of this clause (iii), the proceeds of Indebtedness secured by such Liens (other than any Permitted Refinancing Indebtedness in respect thereof) are used to prepay, redeem, repurchase or otherwise discharge any issuance of Existing Unsecured Notes; provided, further, in the case of clauses (i), (ii) and (iii) above, such Liens are subject to a Permitted Junior Intercreditor Agreement; (xxxviii) (i) Liens (including precautionary lien filings) in respect of the disposition of Receivables, and Liens granted with respect to such Receivables by the relevant Receivables Subsidiary, in connection with any Qualified Receivable Facility permitted by Section 9.08(b)(xxviii), (ii) Liens (including precautionary lien filings) in respect of the disposition of Securitization Assets, and Liens granted with respect to such Securitization Assets by the relevant Securitization Subsidiary, in connection with any Qualified Securitization Facility permitted by Section 9.08(b)(xxvii) and (iii) Liens (including precautionary lien filings) in respect of the disposition of Digital Products, and Liens granted with respect to such Digital Products by the relevant Digital Products Subsidiary, in connection with any Qualified Digital Products Facility permitted by Section 9.08(b)(xxx); (xxxix) [reserved]; (xl) Liens on Collateral that are Other First Liens so long as such Other First Liens secure Indebtedness permitted by Section 9.08(b)(xxix) and such Liens are subject to the First Lien/First Lien Intercreditor Agreement; or (xli) Liens on Collateral that are First Liens securing Indebtedness permitted pursuant to Section 9.08(b)(xxxii), provided that to the extent such Liens are contemplated subject to be on the First Lien/First Lien Intercreditor Agreement. (b) If the Issuer or any Guarantor (or any entity required to become a Guarantor pursuant to this Indenture) creates (i) any Lien (including without limitation any additional Lien) upon any property or assets to secure any First Lien Obligation or (ii) any Junior Lien upon any property or assets to secure any Junior Lien Obligation, in each case that constitute Collateralis not a Permitted Lien, at it must concurrently with the time such Indebtedness is incurred, the holders creation of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.(or, if later, concu

Limitation on Liens. (A) The Borrower and the Canadian Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)Documents; (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (ic) Liens securing Indebtedness permitted pursuant to Section 10.1(f); , provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness financed, and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x10.1(l); (fd) Liens existing on the 2014 July Repricing Effective Datedate hereof and listed on Schedule 10.2; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above and clauses (f) and clause (hg) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (Subsidiary, or is a Restricted Subsidiary that survives a merger with such Person) existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); , provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien)to, and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)Acquisition; (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of placed upon the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) capital stock of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 a Permitted Acquisition to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts secure Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 10.1(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to permit satisfaction of overdraft secure a guarantee by such Restricted Subsidiary or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers any such Indebtedness of the Borrower or any other Restricted Subsidiary in the ordinary course of business;Subsidiary; and (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (uh) additional Liens so long as the aggregate principal amount of the obligations so secured thereby at any time outstanding does not exceed $750,000,000; and50,000,000 at any time outstanding. (vB) additional Neither Parent nor Holdings will create, incur, assume or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except (a) liens of the nature set forth in clauses (a), (c) and (h) of the definition of the term “Permitted Liens” and (b) Liens securing Indebtedness permitted created under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the ObligationsPledge Agreement.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that constitute, or are intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into with the First Lien Collateral Agent a Customary Intercreditor Agreement and (y) in which agreement shall provide that the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, Liens on the representative for the holders of Collateral securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have become a party the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the First Lien/Second Lien Intercreditor Agreement or another Customary Intercreditor Agreement with the Collateral Agent which agreement shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall rank junior in priority to the Liens on the Collateral securing the Obligations and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a); (b) [Reserved]Permitted Encumbrances; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, restoration, construction, expansion or improvement (as applicable) of the property subject to such Liens and or the making of the applicable Capital Expenditures, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2iii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property and assets existing on the Closing Date or pursuant to agreements in existence on the Closing Date and listed on Schedule 10.2 or, to the extent not listed in such Schedule, such property or assets have a Fair Market Value that does not exceed $10,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness or subject to a Lien securing Indebtedness, in each case, permitted by Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that such Liens secured on the assets of a Restricted Subsidiary that is not a Credit Party securing Closing Date and any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, Refinancing, replacement, extension or renewal (or successive modifications, Refinancings, replacements, extensions or renewals) of any Lien permitted by clauses (a) through c), (d), (f), (p), (t), (u), (bb) and clause (h) of kk)of this Section 10.2 upon or in the same assets theretofore subject to such Lien other than (or upon or in i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (f), (t), (u), (bb) or (kk), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (or is including by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Section 9.15), or existing on assets acquired, pursuant to an Acquisition or other Investment permitted by under Section 10.5, 10.5 or existing on assets acquired after the Original Closing Date Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached to (and other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor such other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)as applicable; (ig) [Reserved]Liens arising out of any license, sublicense or cross-license (including of any Intellectual Property) permitted under Section 10.4; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, dispositionDisposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retentionretention (including any security or quasi-security arising under any retention of title, extended retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to the Borrower or any of the Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower or any of the Restricted Subsidiaries), consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries Subsidiaries, (C) against credit balances of the Borrower or any Restricted Subsidiary with credit card issuers or credit card processor or amounts owing by credit card issuers or credit card processors to the Borrower or any Restricted Subsidiary to secure the obligations of the Borrower or any Restricted Subsidiary in respect of fees and chargebacks, or (iiiD) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice; provided that, Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred and Liens on deposits made or secured provided in the ordinary course of business or consistent with past practice to secure liability to insurance carriers; (p) Liens on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with past practice; (r) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (si) Liens on specific items of inventory Capital Stock in Joint Ventures or other goods and the proceeds thereof similar arrangements 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 Joint Ventures or similar arrangements or pursuant to facilitate any Joint Ventures or similar agreements and (ii) to the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property or assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Non-Credit Party in securing Indebtedness or other obligations of a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000Non-Credit Party; (u) additional Liens so long as not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u)) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $50,000,000 and (y) 31.25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Internal Financial Statements most recently available on or prior to such date; provided that, if such Liens are consensual Liens that are secured by Collateral (other than cash and Cash Equivalents), then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby (or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that such Liens on the Collateral (other than cash and Cash Equivalents) securing such Indebtedness or other obligations shall rank, at the option of the Borrower, either equal in priority (but without regard to the control of remedies) with, or junior to, the Liens on the Collateral (other than cash and Cash Equivalents) securing the Obligations. Without any time outstanding does not exceed $750,000,000; andfurther consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u); (v) additional Liens securing Indebtedness permitted under encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the first paragraph ordinary course of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateralbusiness and, at the time of incurrence thereof, not for speculative purposes; (w) Liens on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such defeasance or satisfaction or discharge is permitted under this Agreement; (x) Liens securing obligations (other than obligations representing Indebtedness is incurredfor borrowed money) under operating, the holders of such Indebtedness shall have reciprocal easement or similar agreements entered into intercreditor arrangements reasonably satisfactory to in the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.ordinary course of business or

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided that, (A) in that the case of Liens securing Permitted Other secured parties under such Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (A) the Obligations are equally and ratably secured by such assets or property with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (B) such Subject Lien is a Permitted Lien. (b) [Reserved]; Any Lien created for the benefit of the Secured Parties pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Obligations. For purposes of determining compliance with this covenant, in the event that a proposed Lien (cor a portion thereof) [Reserved]; (d) Permitted Liens; (e) meets the criteria of this clauses (i) Liens securing Indebtedness permitted through (iii) above and/or is entitled to be incurred pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with one or within two hundred and seventy (270) days after completion more of the acquisitionexceptions contained in the definition of Permitted Liens, construction, repair, replacement the Borrower will be entitled to classify or improvement later reclassify (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens based on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens circumstances existing on the 2014 July Repricing Effective Date; (gdate of such reclassification) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products portion thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent among such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens clauses (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and through (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor above and/or one or more of the seller exceptions contained in the definition of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment“Permitted Liens”, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by manner that otherwise complies with this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationscovenant.

Limitation on Liens. The Holdings and the Borrower will not, and the Borrower will not permit any of the Restricted Subsidiaries Subsidiary Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon (the “Initial Lien”) that secures obligations under any Indebtedness on any asset or property or assets of any kind (real or personalHoldings, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether Subsidiary Guarantor now owned or hereafter acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute the Term Loan First Lien Obligations Collateral, any Initial Lien if (i) such Initial Lien expressly ranks junior to the first-priority security interest intended to be created in favor of the Agent for the benefit of the Term Loan Secured Parties (as defined in the Intercreditor Agreement) pursuant to subclause the Collateral Documents; provided, however, that the terms of such junior interest shall be no more favorable to the beneficiaries thereof than the terms contained in the Intercreditor Agreement; or (ii) above, the applicable such Initial Lien is a Permitted Other Indebtedness Secured Parties Collateral Lien; (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (xb) in the case of the first such issuance of Permitted Other Indebtedness constituting Revolving Facility First Lien ObligationsCollateral, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First any Initial Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) if (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with the Obligations or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets applicable Loan Guaranty of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Loan Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted are equally and ratably secured on a second-priority basis by such Revolving Facility First Lien Collateral until such time as such Initial Lien is released (other than through the date exercise of the creation of such Lien; (mremedies with respect thereto) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that Initial Lien is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000Permitted Lien; and (vc) additional Liens securing Indebtedness permitted under in the first case of any other asset or property, any Initial Lien if (i) the Obligations or the applicable Loan Guaranty of a Loan Party, as the case may be, are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures any Subordinated Indebtedness) the obligations secured by such Initial Lien or (ii) such Initial Lien is a Permitted Lien. Any Lien created for the benefit of the Secured Parties pursuant to clause (b) or (c) of the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at Initial Lien (other than through the time such Indebtedness is incurred, the holders exercise of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsremedies with respect thereto).

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any Indebtedness upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Loan Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Senior Secured Notes Documents securing the Senior Secured Notes Obligations Incurred under Section 10.1(b)(ii) (provided that such Liens do not extend to any assets that are not Collateral), (iii) Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iv) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, that (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to described in subclause (ii), (iii) aboveor (iv) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that constitute, or are intended to constitute, First Lien Obligations, and, in the case of the Senior Secured Notes Obligations, the Senior Secured Notes Administrative Agent (or another representative, agent or trustee on behalf of all of the holders of the Senior Secured Notes), the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative representative, agent or trustee thereof on behalf of such holders) shall enter have entered into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and a Customary Intercreditor Agreement which agreement shall provide that the representative for Liens on the holders of Collateral securing such Permitted Other Additional Debt Obligations, Senior Secured Notes Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and same priority ranking as the Liens on the Collateral securing the applicable Obligations (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative representative, agent or trustee thereof on behalf of such holders) shall enter into security documents have entered into, with terms and conditions not materially more restrictive the Administrative Agent, a Customary Intercreditor Agreement which agreement shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall rank junior in priority to the Credit Parties, taken as a whole, than Liens on the terms Collateral securing the applicable Obligations and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (ic) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, restoration, construction, expansion or improvement (as applicable) of the property subject to such Liens and or the making of the applicable Capital Expenditures, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2iii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property and assets existing on the Restatement Agreement Effective Date or pursuant to agreements in existence on the Restatement Agreement Effective Date and listed on Schedule 10.2 as amended and restated by the Restatement Agreement or, to the extent not listed in such Schedule, such property or assets have a Fair Market Value that does not exceed $10,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness or subject to a Lien securing Indebtedness, in each case, permitted by Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that such Liens secured on the assets of a Restricted Subsidiary that is not a Credit Party securing Restatement Agreement Effective Date and any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, Refinancing, replacement, extension or renewal (or successive modifications, Refinancings, replacements, extensions or renewals) of any Lien permitted by clauses (a) through c), (d), (f), (p), (t), (u) and clause (hbb) of this Section 10.2 upon or in the same assets theretofore subject to such Lien other than (or upon or in i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clause (f), (t), (u) or (bb), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (or is including by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Section 9.15), or existing on assets acquired, pursuant to an Acquisition or other Investment permitted by under Section 10.5, 10.5 or existing on assets acquired after the Original Closing Date Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached to (and other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor such other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)as applicable; (ig) [Reserved]Liens arising out of any license, sublicense or cross-license (including of any Intellectual Property) permitted under Section 10.4; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party and Liens in favor of the Borrower or any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, dispositionDisposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retentionretention (including any security or quasi-security arising under any retention of title, extended retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to the Borrower or any of the Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower or any of the Restricted Subsidiaries), consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice or industry norm; provided that Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred and Liens on deposits made or secured provided in the ordinary course of business or consistent with past practice or industry norm to secure liability to insurance carriers; (p) Liens on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with past practice or industry norm; (r) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (si) Liens on specific items of inventory Capital Stock in Joint Ventures or other goods and the proceeds thereof similar arrangements 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 Joint Ventures or similar arrangements or pursuant to facilitate any Joint Ventures or similar agreements and (ii) to the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property or assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not Non-Loan Party securing Indebtedness or other obligations of a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000Non-Loan Party; (u) additional Liens so long as not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u)) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $115,000,000 and (y) 40.0% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Internal Financial Statements most recently available on or prior to such date; provided that, if such Liens are consensual Liens that are secured by Collateral, then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby (or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that such Liens on the Collateral securing such Indebtedness or other obligations shall rank, at the option of the Borrower, either equal in priority (but without regard to the control of remedies) with, or junior to, the Liens on the Collateral securing the applicable Obligations. Without any time outstanding does not exceed $750,000,000; andfurther consent of the Lenders, the Administrative Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u); (v) additional Liens securing Indebtedness permitted under encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the first paragraph ordinary course of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateralbusiness and, at the time of incurrence thereof, not for speculative purposes; (w) Liens on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such Indebtedness defeasance or satisfaction or discharge is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the permitted under this Agreement; (x) Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.obligations (other t

Limitation on Liens. The Parent Borrower will not, and will not permit any of the Material Restricted Subsidiaries Subsidiary to, create, incur, assume create or suffer to exist exist, any Lien upon or with respect to any property of their respective properties or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiaryassets, whether now owned or hereafter acquired, except:or assign, or permit any of their respective Restricted Subsidiaries to assign, any right to receive income, except for the following (collectively, “Permitted Liens”): (a) Permitted Prior Liens; (b) Liens arising created pursuant to the Security Documents; (c) Liens existing on, or provided for under written arrangements existing on, the Closing Date, which Liens or arrangements are set forth on Schedule 8.2, or securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness; (d) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) under Interest Rate Agreements, Currency Agreements or Commodities Agreements and other Hedging Obligations Incurred in compliance with subsection 8.1(p) hereof; provided that (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) except in the case of Liens securing Permitted Other Indebtedness on cash and Cash Equivalents as permitted under clause (iii) below) such Liens shall only extend to ABL Priority Collateral to the extent such Interest Rate Agreements, Currency Agreements, Commodities Agreements and other Hedging Obligations that constitute First Lien Obligations pursuant to subclause Secured Bank Product Obligations, (ii) aboveupon the termination and non-replacement of such Hedging Obligations and Bank Products Obligations, such cash and Cash Equivalents are deposited in an account with respect to which a control agreement is in place between the applicable Loan Party, the applicable Permitted Other depositary institution and the Administrative Agent or the ABL Collateral Agent, or applied to secure other Indebtedness Secured Parties permitted by subsection 8.1(p) hereof and (or a representative thereof on behalf of such holdersiii) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Partiesextent such Indebtedness does not constitute Secured Bank Product Obligations, taken as a wholethe aggregate outstanding amount of collateral (which may include cash and Cash Equivalents but no other ABL Priority Collateral) provided in respect of Hedging Obligations or Bank Products Obligations secured by such Liens (when created), than when aggregated with the terms amount of all other collateral provided in respect of Hedging Obligations or Bank Products Obligations secured by other Liens incurred and conditions outstanding under this clause (d)(iii), shall not exceed the greater of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement $10,000,000 and (y) in the case amount equal to 0.50% of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, Consolidated Total Assets at the representative for the holders of time such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liensobligations are incurred; (e) Liens (iincluding Purchase Money Obligation Liens) granted by the Parent Borrower or any of its Restricted Subsidiaries (including the interest of a lessor under a capitalized lease and Liens to which any property is subject at the time, on or after the Closing Date, of the Parent Borrower’s or such Restricted Subsidiary’s acquisition thereof) securing Indebtedness permitted pursuant to Section 10.1(f); provided that (xunder subsection 8.1(d) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions limited in each case to the property financed purchased with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized or subject to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) Lien or (x)Capitalized Lease Obligation; (f) Liens existing on the 2014 July Repricing Effective Date; securing Indebtedness (g) the modification, replacement, extension or renewal of including Liens securing any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or Obligations in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products respect thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) consisting of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created Indebtedness Incurred in compliance with subsection 8.1(j), 8.1(q), 8.1(r) or incurred in connection with8.1(x), or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor (limited in favor the case of this clause (ii), to Liens on any of the property and assets of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collectionSubsidiary Guarantor), (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) Indebtedness or other obligations of any Special Purpose Entity, (iv) [reserved], (v) Indebtedness of the Parent Borrower and its Subsidiaries permitted by subsection 8.1(m) on the property or assets described in favor subsection 8.1(m), or (vi) Liens on cash, Cash Equivalents and Temporary Cash Investments in respect of a banking institution arising as a matter of law encumbering deposits obligations described in subsection 8.1(u) (including the right of set-offwhether or not such obligations constitute Indebtedness); (lg) Liens on assets of any Foreign Subsidiary (other than a Canadian Subsidiary) of the Parent Borrower securing Indebtedness of any Foreign Subsidiary permitted to be incurred by such Foreign Subsidiary; (h) Liens in favor of lessors securing operating leases permitted hereunder; (i) on cash advances in favor statutory or common law Liens or rights of setoff of depository banks or securities intermediaries with respect to deposit accounts, securities accounts or other funds of the seller of Parent Borrower or any property Restricted Subsidiary maintained at such banks or intermediaries, including to be acquired secure fees and charges in an Investment permitted pursuant to Section 10.5 to be applied against connection with returned items or the purchase price for such Investment, standard fees and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation charges of such Lienbanks or intermediaries in connection with the deposit accounts, securities accounts or other funds maintained by the Parent Borrower or such Restricted Subsidiary at such banks or intermediaries (excluding any Indebtedness for borrowed money owing by the Parent Borrower or such Restricted Subsidiary to such banks or intermediaries); (mj) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Parent Borrower or any of the its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (qk) Liens solely securing Indebtedness of the Parent Borrower and its Restricted Subsidiaries permitted by subsection 8.1(l); (l) leases, subleases, licenses or sublicenses to or from third parties; (m) any encumbrance or restriction (including, but not limited to, put and call agreements or buy/sell arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (n) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any Permitted Liens; provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; (o) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by assets of the Parent Borrower or any of the its Restricted Subsidiaries not otherwise permitted by the other clauses of this subsection 8.2 securing obligations or other liabilities of the Parent Borrower or any of its Restricted Subsidiaries; provided that the aggregate outstanding amount of obligations and liabilities secured by such Liens (when created), when aggregated with the amount of all other obligations and liabilities secured by other Liens incurred and outstanding under this clause (o), shall not exceed the greater of (i) $25,000,000 and (ii) the amount equal to 1.00% of Consolidated Total Assets at the time such obligations are incurred; provided that any Lien securing Indebtedness, when aggregated with the amount of all other obligations and liabilities secured by other Liens incurred and outstanding under this proviso, exceeding $5,000,000 and created pursuant to this clause (o) on ABL Priority Collateral shall be junior to the Lien on ABL Priority Collateral securing the Obligations under this Facility and subject to the terms of the Base Intercreditor Agreement or otherwise be on terms reasonably satisfactory to the Administrative Agent; (p) Liens securing other Indebtedness consisting of Indebtedness Incurred in connection compliance with subsection 8.1(z); provided that any letter such Liens on ABL Priority Collateral securing Indebtedness pursuant to subsection 8.1(z) are junior in priority to the Liens securing the Indebtedness hereunder, which priority may be effected pursuant to the Base Intercreditor Agreement or otherwise (it being understood that any such Liens on Non-ABL Priority Collateral securing Indebtedness pursuant to subsection 8.1(z) may be senior in priority to the Liens securing the Indebtedness hereunder); (q) Liens on Capital Stock, Indebtedness or other securities of intent an Unrestricted Subsidiary that secure Indebtedness or purchase agreement permitted hereunderother obligations of such Unrestricted Subsidiary; (r) Liens on insurance policies and the proceeds thereof securing the financing property or assets that do not constitute ABL Priority Collateral in favor of the premiums any Special Purpose Entity in connection with respect thereto incurred in the ordinary course of businessany Financing Disposition; (s) Liens existing on specific items property or assets of inventory a Person at the time such Person becomes a Subsidiary of the Parent Borrower (or at the time the Parent Borrower or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Parent Borrower or any Restricted Subsidiary) or securing Indebtedness permitted under subsection 8.1(i) assumed in connection with a Permitted Acquisition; provided, however, that such Liens are not created in connection with, or in contemplation of, such other goods Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds thereof securing such Person’s obligations or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; provided, further, that for purposes of documentary letters this clause (s), if a Person other than the Parent Borrower is the Successor Company with respect thereto, any Subsidiary thereof shall be deemed to become a Subsidiary of credit the Parent Borrower, and any property or banker’s acceptances issued or created for the account assets of such Person to facilitate or any such Subsidiary shall be deemed acquired by the purchaseParent Borrower or a Restricted Subsidiary, shipment or storage of as the case may be, when such inventory or goods;Person becomes such Successor Company; and (t) Liens on assets not constituting Collateral securing letters in respect of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness Guarantee Obligations permitted under the first paragraph of Section 10.1subsection 8.1(c) relating to Indebtedness otherwise permitted under subsection 8.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders in respect of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsare permitted under this subsection 8.2.

Limitation on Liens. (a) The Borrower Company and any Permitted Affiliate Parent will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume Incur or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: other than (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A1) in the case of any property or asset that does not constitute Collateral, Permitted Liens securing (other than Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (iiCollateral Liens) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x2) in the case of any property or asset that constitutes Collateral, Permitted Collateral Liens) upon any of its property or assets (including Capital Stock of Restricted Subsidiaries), whether owned on the first Delayed Amendment Effective Date or acquired after that date, which Lien is securing any Indebtedness (such issuance of Permitted Other Indebtedness constituting First Lien ObligationsLien, the Collateral Agent“Initial Lien”), the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) unless, in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligationsclause (1) only, contemporaneously with the representative for the holders Incurrence of such Permitted Other Initial Lien effective provision is made to secure the Indebtedness Obligations shall have become a party to due under the First Lien Intercreditor Agreement Loan Documents or, in accordance respect of Liens on any Guarantor’s property or assets, such Guarantor’s Guaranty, equally and ratably with the terms thereof and (B) or prior to, in the case of Liens securing Permitted Other Indebtedness with respect to Subordinated Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseGuarantor, as the case may be, would have been permitted on ) the date Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured. (b) Any such Lien thereby created pursuant to Section 4.12(a) in favor of the creation Finance Parties will be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien to which it relates or as otherwise set forth in Section 10.26 of this Agreement. (c) For purposes of determining compliance with this Section 4.12, (1) a Lien need not be Incurred solely by reference to one category of Permitted Liens or Permitted Collateral Liens, as applicable, but may be Incurred under any combination of such Lien;categories (including in part under one such category and in part under any other such category) and (2) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or Permitted Collateral Liens, as applicable, the Company or any Permitted Affiliate Parent shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens” or “Permitted Collateral Liens”, as applicable. (md) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the Borrower or any time of the Restricted Subsidiaries Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the ordinary course amount of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries such Indebtedness in connection with any letter accrual of intent interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or purchase agreement permitted hereunder; (r) Liens in the form of common stock, the payment of dividends on insurance policies and Preferred Stock in the proceeds thereof securing the financing form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference, any fees, underwriting discounts, accrued and unpaid interest, premiums with respect thereto and other costs and expenses incurred in connection therewith and increases in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of Indebtedness outstanding solely as a result of fluctuations in the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens exchange rate of currencies or increases in the value of property securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the ObligationsIndebtedness.

Limitation on Liens. The Borrower (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Subject Liens securing on any Collateral, if such Subject Lien is a Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause Lien; (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of any other asset or property, any Subject Lien if (i) the first Obligations are equally and ratably secured with (or on a senior basis to, in the case such issuance Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien; and (iii) any other Subject Lien (without duplication of Permitted Other Indebtedness constituting First Liens permitted under clauses (i) and (ii) of this Section 10.2(a)) if (x) the obligations secured by such Subject Lien Obligations, (“Junior Lien Indebtedness”) are junior to the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) the assets or property secured by such Subject Lien are on Collateral (or immediately upon incurring such Junior Lien Indebtedness such assets or property become Collateral); provided that (i) in the case of subsequent issuances Junior Lien Indebtedness that constitutes debt for borrowed money, such Junior Lien Indebtedness complies with clauses (a), (b), and (c) of the definition of “Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof Indebtedness” and (Bii) in the case of Liens securing Permitted Other Junior Lien Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) aboveconstitutes debt for borrowed money, the applicable Permitted Other holders of such Junior Lien Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (xA) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First such Junior Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations Junior Lien Indebtedness shall have entered into the Second Lien Intercreditor Agreement and (yB) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First such Junior Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Junior Lien Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent preceding paragraph shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned on the Closing Date or thereafter acquired, or any interest therein or any income or profits therefrom. If the Borrower or any Subsidiary Guarantor creates any additional Lien upon any Property to secure any Secured Obligations, it must concurrently grant a second priority Lien (subject to Permitted Liens) upon such Property as security for the Loans or Subsidiary Guarantees of the Second Priority Loan Obligations such that the Property subject to such Lien becomes Second Priority Collateral subject to the Second Priority Liens, except to the extent such Property constitutes cash or cash equivalents required to secure only letter of credit obligations under Credit Facilities following a default under such Credit Facilities. Notwithstanding anything in the preceding paragraph, (1) the aggregate principal amount of Senior Obligations constituting Debt and any other Debt secured by a Lien on the Collateral that shares in the distribution of proceeds of Collateral prior to the Second Priority Loan Obligations, at any one time outstanding shall not exceed the sum of the aggregate amount of Debt that at such time may be outstanding at any one time under clause (b) of the second paragraph of Section 6.01 and $200 million; and (2) the Borrower shall not, and shall not permit any of the Restricted its Subsidiaries to, create, incur, assume create or suffer to exist any Lien upon any property of the Collateral (including Collateral consisting of Capital Stock or assets Debt of any kind (real or personal, tangible or intangible) Subsidiary of the Borrower or any Restricted Subsidiary, whether Borrower) now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents acquired by it securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for any Public Debt unless the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) Public Debt share in the case distribution of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, proceeds from the representative for foreclosure on Collateral either (A) on an equal and ratable basis with the holders of such Permitted Other Indebtedness the Senior Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and or (B) in on an equal and ratable basis with the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Second Priority Loan Secured Parties (or a representative thereof and any other obligations that share on behalf of such holders) shall enter into security documents an equal and ratable basis with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Priority Loan Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aParties); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that constitute, or are intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into with the First Lien Collateral Agent a Customary Intercreditor Agreement and (y) in which agreement shall provide that the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, Liens on the representative for the holders of Collateral securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have become a party the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations,the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Customary Intercreditor Agreement with terms and conditions not materially more restrictive the Collateral Agent which agreement shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall rank junior in priority to the Credit Parties, taken as a whole, than Liens on the terms Collateral securing the Obligations and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a); (b) [Reserved]Permitted Encumbrances; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, restoration, construction, expansion or improvement (as applicable) of the property subject to such Liens and or the making of the applicable Capital Expenditures, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2iii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property and assets existing on the Closing Date or pursuant to agreements in existence on the Closing Date and listed on Schedule 10.2 or, to the extent not listed in such Schedule, such property or assets have a Fair Market Value that does not exceed $2,500,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section 10.1 and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that such Liens secured on the assets of a Restricted Subsidiary that is not a Credit Party securing Closing Date and any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, Refinancing, replacement, extension or renewal (or successive modifications, Refinancings, replacements, extensions or renewals) of any Lien permitted by clauses (a) through c), (d), (f), (p), (t), (u) and clause (hbb) of this Section 10.2 upon or in the same assets theretofore subject to such Lien other than (or upon or in i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (f), (t), (u) or (bb), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (or is including by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.59.15), or existing on assets acquired after the Original Closing Date acquired, pursuant to an Acquisition or other similar Investment permitted under Section 10.5 or Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached to (and other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor such other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)as applicable; (ig) [Reserved]Liens arising out of any license, sublicense or cross-license of Intellectual Property permitted under Section 10.4; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, dispositionDisposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retentionretention (including any security or quasi- security arising under any retention of title, extended retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to the Borrower or any of the Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower or any of the Restricted Subsidiaries), consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; provided that, Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇e▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred thereto; (p) Liens on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (sr) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (i) Liens on specific items of inventory or other goods and the proceeds thereof Capital Stock in Joint Ventures 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 Joint Ventures and (ii) to facilitate the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property or assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Non-Credit Party in securing Indebtedness of a currency other than Dollars Non-Credit Party permitted by under Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,00010.1(v); (u) additional Liens so long as not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u)) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $25,000,000 and (y) 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period most recently ended on or prior to such date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date; provided that, if such Liens are on Collateral, then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby at (or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that the consensual Liens on the Collateral (other than cash and Cash Equivalents) securing such Indebtedness or other obligations shall rank either equal in priority or junior to the Liens on the Collateral securing the Obligations. Without any time outstanding does not exceed $750,000,000; andfurther consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u); (v) additional Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and, at the time of incurrence thereof, not for speculative purposes; (w) Liens on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such defeasance or satisfaction or discharge is permitted under this Agreement; (x) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business or consistent with past practice; (y) Liens securing commercial letters of credit permitted pursuant to Section 10.1(z); (z) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (aa) Liens securing Hedging Agreements submitted for clearing in accordance with Applicable Law; (bb) Liens securing Indebtedness permitted under the first paragraph of Section 10.1; provided that, provided that subject to Section 1.11, after giving pro forma effect to the extent Incurrence of any such Liens are contemplated to be on assets that constitute Collateral, at and the time such Indebtedness is incurred, the holders Incurrence of such Indebtedness and to any Acquisition, Investment, Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and Restricted Subsidiaries shall have entered into intercreditor arrangements reasonably satisfactory be in compliance on a pro forma basis with (A) in the case of any Indebtedness that constitutes or is intended to constitute First Lien Obligations, a Consolidated First Lien Debt to Consolidated EBITDA Ratio that is no greater than 5.24.95:1.00 or (B) in the Administrative Agent providing case of any Indebtedness that that does not constitute or is not intended to constitute First Lien Obligations, a Consolidated Secured Debt to Consolidated EBITDA Ratio that is no greater than 6.50:1.00, in each case as such ratio is calculated as of the Liens securing such Indebtedness shall rank junior to last day of the Lien securing the Obligations.Test Period most recently ended on

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and the RCT Reclamation Obligations and (ii) the Security Documents and the Permitted Other Indebtedness Debt Documents securing Permitted Other Indebtedness Debt Obligations permitted to be incurred under Section 10.1(aa10.1(k), 10.1(bb(y) or 10.1(cc(z); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveabove and whose collateral package is identical to the Collateral (subject to exceptions set forth in the Security Documents), (I) the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Representative an Additional First Lien Secured Party Consent (as defined in the Security Agreement), an Additional First Lien Secured Party Consent (as defined in the Pledge Agreement) and a joinder to the Collateral Trust Agreement and, if the Collateral Trust Agreement has been terminated, shall have entered into the First Lien Intercreditor Agreement (or, if already in effect, a joinder thereto) and (II) the Borrower shall have complied with the other requirements of Section 8.16 of the Security Agreement with respect to such Permitted Other Debt Obligations, if applicable, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive less favorable to the Credit Parties, taken as a whole, Lenders than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien ObligationsDocuments, a joinder to the Collateral AgentTrust Agreement and, if the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into Collateral Trust Agreement has been terminated, the First Lien Intercreditor Agreement (or a joinder thereto or an intercreditor agreement reasonably acceptable to the Administrative Agent with the Collateral Representative and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a each Hedge Bank party to the First Lien Intercreditor Agreement in accordance with the terms thereof and a Commodity Hedging Agreement), (B) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Junior Lien Intercreditor Agreement (or a joinder thereto), (C) the aggregate amount of all RCT Reclamation Obligations secured by Liens on the Collateral pursuant to subclause (i) above shall not exceed, when combined with the aggregate outstanding principal amount of Incremental Term C Loans incurred in reliance on the last proviso appearing in the definition of “Maximum Incremental Facilities Amount” and used to cash collateralize Term Letters of Credit issued in favor of the RCT, $975,000,000 and (yD) (I) with respect to Indebtedness under subclause (ii) incurred in reliance on Section 10.1(k) that is secured by Liens on a pari passu basis with any Liens securing the case Credit Facilities (without regard to control of subsequent issuances of Permitted Other Indebtedness that do not constitute remedies), immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated First Lien ObligationsNet Leverage Ratio is no greater than 3.00 to 1.00 and (II) with respect to Indebtedness under subclause (ii) incurred in reliance on Section 10.1(k) that is secured by Liens that are junior in right of security to the Liens securing the Credit Facilities, immediately after the incurrence thereof, on a Pro Forma Basis, the representative for the holders of such Permitted Other Indebtedness shall have become a party Consolidated Secured Net Leverage Ratio is no greater than 4.00 to the Second Lien Intercreditor Agreement in accordance with the terms thereof; 1.00 (it being understood and agreed that (x) without any further consent of the Lenders, the Administrative Agent, the Collateral Agent and the Collateral Agent Trustee shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and Agreement, the Second Junior Lien Intercreditor Agreement or any other intercreditor agreement contemplated by, or to effect the provisions of, this Section 10.2(a) and (y) for the avoidance of doubt, the Liens created for the benefit of the Revolving Letter of Credit Issuers as contemplated by Section 3.8(c) are permitted by this Section 10.2(a); (b) [Reserved]Liens on the Collateral securing obligations under Secured Cash Management Agreements, Secured Hedging Agreements and Secured Commodity Hedging Agreements; provided that (i) at all times such obligations shall be secured by the Liens granted in favor of the Collateral Representative in the manner set forth in, and be otherwise subject to (and in compliance with), the Collateral Trust Agreement and governed by the applicable Security Documents and (ii) such agreements were not entered into for speculative purposes (as determined by the Borrower at the time such agreements were entered into in its reasonable discretion acting in good faith) and, in the case of any Secured Commodity Hedging Agreement or any Secured Hedging Agreement of the type described in clause (c) of the definition of “Hedging Agreement”, entered into in order to hedge against or manage fluctuations in the price or availability of any Covered Commodity); (c) [Reserved]; (d) Permitted Liens; (e) (id) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) except with respect to any Indebtedness incurred in connection with Environmental CapEx or Necessary CapEx, such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement restoration, replacement, expansion, installation or improvement (as applicable) of the property subject to such Liens and (y) except as otherwise permitted hereby, such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (e) (i) Liens permitted to remain outstanding under the Plan and (ii) Liens existing on the assets of a Restricted Subsidiary Closing Date; provided that is not a Credit Party any Lien securing Indebtedness permitted pursuant to Section 10.1(n), or other obligations in excess of (px) $15,000,000 individually or (x)y) $100,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (e) that are not set forth on Schedule 10.2) shall only be permitted to the extent such Lien is listed on Schedule 10.2; (f) Liens existing on the 2014 July Repricing Effective Date; (g) the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clauses clause (a) through a)(ii), clause (fe), clause (g) and clause (hee) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien and accessions thereto or any proceeds or products thereof) or the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal (without increase in the amount or change in any direct or contingent obligor obligor, except to the extent otherwise permitted hereunder) of the Indebtedness or other obligations secured therebythereby (including any unused commitments), to the extent such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal is permitted by Section 10.1; provided that in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clause (a)(ii) and clause (ee) of this Section 10.2, the requirements set forth in the proviso to clause (a)(ii) or subclause (ii) of clause (ee), as applicable, shall have been satisfied; (hg) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such PersonPerson or any of its Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment permitted by Section 10.5, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or existing on assets acquired after the Original Closing Date Date, to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)10.1; provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property, property that is affixed or incorporated into the property covered by such Lien)Lien and accessions thereto and products and proceeds thereof, after-acquired property subject to a Lien securing Indebtedness and secure only the same Indebtedness or other obligations that such Liens secured, immediately incurred prior to such Permitted Acquisition time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment financed by such lender, it being understood that such requirement to pledge such after-acquired property shall not be permitted to apply to any such after-acquired property to which such requirement would not have applied but for such acquisition) except as otherwise permitted hereunder, and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof permitted by Section 10.1(j)10.1; (h) [reserved]; (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a any Restricted Subsidiary in favor of a Credit Party and (ii) of any other Restricted Subsidiary that is not a Credit Party in favor of any other Restricted Subsidiary that is not a Credit Party; (kj) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, collection and (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off)) or attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions or other electronic payment service providers arising as a matter of law or customary contract encumbering deposits, including deposits in “pooled deposit” or “sweep” accounts (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (lk) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, Investment and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (ml) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business (including in respect of construction or restoration activities) permitted by this Agreement; (nm) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (on) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred any amounts held by a trustee in the ordinary course funds and accounts under an indenture securing any revenue bonds issued for the benefit of business and not for speculative purposesthe Borrower or any Restricted Subsidiary; (po) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (qp) Liens solely (a) on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or cash advances made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderunder this Agreement, (b) on other cash advances in favor of the seller of any property to be acquired in an Investment or other acquisition permitted hereunder to be applied against the purchase price for such Investment or other acquisition or (c) consisting of an agreement to dispose of any property pursuant to a disposition permitted hereunder (or reasonably expected to be so permitted by the Borrower at the time such Lien was granted); (rq) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of businessthereto; (sr) Liens on specific items of inventory or other goods 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 goodsgoods in the ordinary course of business or consistent with past practice; (s) Liens securing Non-Recourse Debt of an Excluded Project Subsidiary on the assets (and the income and proceeds therefrom) of such Excluded Project Subsidiary that are developed, operated and/or constructed with the proceeds of (A) such Non-Recourse Debt or investments in such Non-Recourse Subsidiary; or (B) Non-Recourse Debt or investments referred to in clause (A) refinanced in whole or in part by such Non-Recourse Debt; (t) additional Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Restricted Subsidiary that is not a Credit Party in a currency securing Indebtedness of such Restricted Subsidiary permitted pursuant to Section 10.1 (or other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding obligations of such Restricted Subsidiary not to exceed $25,000,000constituting Indebtedness); (u) additional Liens so long as the aggregate principal amount in respect of the obligations secured thereby at any time outstanding does not exceed $750,000,000; andPermitted Sale Leasebacks; (v) additional [reserved]; (w) rights reserved to or vested in others to take or receive any part of, or royalties related to, the power, gas, oil, coal, lignite or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Borrower and the Restricted Subsidiaries and Liens securing Indebtedness permitted under upon the first paragraph production from property of Section 10.1power, gas, oil, coal, lignite or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such production or proceeds; (x) Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, shared facilities agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out of, used or useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or handling of any property of the Borrower and the Restricted Subsidiaries; provided that to the extent such Liens agreements are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to in the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.ordinary course of business (including in respect of construction or restoration activities); (y

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, incur or assume or suffer to exist any Lien upon that secures obligations under any Indebtedness for borrowed money on any asset or property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted SubsidiaryGuarantor, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Senior Secured Notes Documents securing the Senior Secured Notes Obligations Incurred under Section 10.1(b)(ii) (provided that such Liens do not extend to any assets that are not Collateral), (iii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iv) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of Liens described in subclause (iii) or (iv) above securing Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that constitute constitute, or are intended to constitute, First Lien Obligations pursuant to subclause Obligations, and, in the case of the Senior Secured Notes Obligations, the Senior Secured Notes Collateral Agent (ii) aboveor another representative, agent or trustee on behalf of all of the holders of the Senior Secured Notes), the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative representative, agent or trustee thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into with the First Lien Collateral Agent a Customary Intercreditor Agreement and (y) in Agreement, which agreement shall provide that the case of subsequent issuances of Liens on the Collateral securing such Permitted Other Indebtedness constituting First Lien Additional Debt Obligations, the representative for the holders of such Permitted Other Senior Secured Notes Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have become a party the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens described in subclause (iii) or (iv) above securing Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that do not constitute constitute, or are not intended to constitute, First Lien Obligations pursuant to subclause (ii) aboveObligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative representative, agent or trustee thereof on behalf of such holders) shall enter into security documents have entered into, with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, a Customary Intercreditor Agreement, which agreement shall provide that the Administrative Agent and Liens on the representative of the holders of Collateral securing such Permitted Notes Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall have entered into rank junior in priority to the Second Lien Intercreditor Agreement Liens on the Collateral securing the Obligations and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a); (b) [Reserved]Permitted Encumbrances; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof, improvements thereon and dividends or distributions in respect thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2ii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets and ancillary rights thereto and the proceeds and the products thereof, improvements, replacements and products thereof dividends or distributions in respect thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender or its Affiliates; (d) Liens on property and assets existing on the Closing Date or pursuant to agreements in existence on the Closing Date (whether or not listed on Schedule 10.2); provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary that was not subject to the original Lien, other than (A) after-acquired property that is affixed to or incorporated into the property covered by such Lien, (B) in the case of any property or assets financed by Indebtedness or subject to a Lien securing Indebtedness, in each case, permitted by Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property to secure such Indebtedness and related obligations, any such after-acquired property and (C) the proceeds and products thereof, accessions and additions thereto and improvements thereon or replacements thereof (it being understood that individual financings provided by any lender may be cross-collateralized to other financings of the same type provided by any such lender or its Affiliates) and (ii) such Lien shall secure only those obligations that such Liens secured on the assets of a Restricted Subsidiary that is not a Credit Party securing Closing Date and any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted pursuant by Section 10.1; (e) the modification, Refinancing, replacement, refunding, extension or renewal (or successive modifications, Refinancings, refunding, replacements, refundings, extensions or renewals) of any Lien upon or in any assets permitted to Section 10.1(nbe Incurred under any of clauses (c), (d), (f), (p), (t), (u), (bb), (ff), (kk) or (xoo) of this Section 10.2; provided that (i) no such Lien extends to any property or asset of the Borrower or any Restricted Subsidiary that did not secure the Indebtedness being refinanced, other than (A) after acquired property that is affixed to or incorporated into the property covered by such Lien, (B) in the case of Liens permitted by clauses (d), (f), (t), (u), (bb) or (kk), or in the case of any property or assets financed by Indebtedness or subject to a Lien securing Indebtedness, in each case, permitted by Section 10.1, the terms of which Indebtedness require or include a pledge of after acquired property to secure such Indebtedness and related obligations, any such after acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof, accessions and additions thereto and improvements thereon or replacements thereof (it being understood that individual financings provided by any lender may be cross collateralized to other financings of such type provided by such lender or its Affiliates); (f) Liens existing on the 2014 July Repricing Effective Date; assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (gincluding by designation as a Restricted Subsidiary pursuant to Section 9.15), or otherwise existing on assets acquired, pursuant to an Acquisition or other Investment permitted under Section 10.5 or Section 10.6 to the extent that Liens on such assets secure Indebtedness permitted by Section 10.1; provided that no such Lien extends to or covers any other assets (other than (A) the modificationproceeds or products thereof, replacementaccessions or additions thereto and improvements thereon, extension or renewal of any Lien permitted by clauses (aB) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject with respect to such Lien Person, any replacements of such property or assets and additions and accessions thereto, or proceeds and products thereof, (or upon or in C) after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof(D) or the replacement, extension or renewal (without increase in the amount case of any property or change assets financed by Indebtedness or subject to a Lien securing Indebtedness, in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured therebyeach case, to the extent such replacement, extension or renewal is permitted by Section 10.1, the terms of which Indebtedness require or include a pledge of after acquired property to secure such Indebtedness and related obligations (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), any such after acquired property and (E) in the case of multiple financings of equipment provided by any lender or its Affiliates, other equipment financed by such lender; it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) or (B) was created in contemplation of the applicable acquisition of the Person, assets or Capital Stock; (g) Liens arising out of any license, sublicense or cross-license (including of any Intellectual Property) permitted under Section 10.4 or arising from grants of software and other technology licenses in the ordinary course of business or consistent with past practice or industry norm; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a any Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business or consistent with past practice or industry norm and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the (A) seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, and bank guarantee or similar instruments posted or issued in respect thereof) or (iiB) the buyer of any property to be Disposed of to secure obligations in respect of indemnification, termination fee or similar seller obligations, or consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4Disposition, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien and (ii) consisting of an agreement to sell, transfer, lease or otherwise Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, Disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retentionretention (including any security or quasi-security arising under any retention of title, extended retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods or, in the case of an extended retention of title arrangement, receivables resulting from the sale of such goods supplied to the Borrower or any of the Restricted Subsidiaries in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower or any of the Restricted Subsidiaries), consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice or industry norm permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements or reverse repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement or reverse repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or consistent with past practices or industry norm or (iiiC) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice or industry norm; provided that Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section 10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred and Liens on deposits made or secured provided in the ordinary course of businessbusiness or consistent with past practice or industry norm to secure liability to insurance carriers; (p) Liens on property subject to Sale Leasebacks or any Dispositions permitted by Section 10.4(nn) and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with past practice or industry norm; (r) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business or consistent with past practice or industry norm; (s) (i) Liens on specific items of inventory Capital Stock in Joint Ventures or other goods and the proceeds thereof similar arrangements 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 Joint Ventures or similar arrangements or pursuant to facilitate any Joint Ventures or similar agreements and (ii) to the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property, assets not or Capital Stock (other than Capital Stock constituting Collateral securing letters of credit issued on behalf Collateral) of any Subsidiary that Non-Credit Party securing Indebtedness or other obligations of a Non-Credit Party not prohibited by Section 10.1 and which Indebtedness is not guaranteed by a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000Party; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000otherwise permitted by this Section 10.2; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateralthat, at the time such Indebtedness is incurredof the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the holders aggregate amount of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to and other obligations then outstanding and secured thereby (when aggregated with the Administrative Agent providing that the principal amount of Indebtedness secured by Liens securing such Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness shall rank junior to the Lien securing the Obligations.previously secured under this Section 10.2(u)) does not ex

Limitation on Liens. (a) The Borrower Company, UPC NL Holdco and an Affiliate Covenant Party will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume Incur or suffer to exist any Lien of any kind securing Indebtedness upon any of its property or assets (including Capital Stock of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted SubsidiarySubsidiaries), whether now owned on the date of this Agreement or hereafter acquiredacquired after that date, except: except (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A1) in the case of Liens securing any property or asset that does not constitute Collateral, Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveLiens, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x2) in the case of the first such issuance of any property or asset that constitutes Collateral, Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a);Liens. (b) [Reserved];For purposes of determining compliance with this Section 4.12, (i) a Lien need not be Incurred solely by reference to one category of Permitted Liens or Permitted Collateral Liens, as applicable, but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (ii) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or Permitted Collateral Liens, as applicable, the Company, UPC NL Holdco or an Affiliate Covenant Party shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens” or “Permitted Collateral Liens”, as applicable. (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens With respect to any Lien securing Indebtedness that was permitted pursuant to Section 10.1(f); provided that (x) secure such Liens attach concurrently with or within two hundred and seventy (270) days after completion Indebtedness at the time of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds Incurrence of such Indebtedness and the proceeds and the products thereof and (2) that individual financings Indebtedness, such Lien shall also be permitted to secure any Increased Amount of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal Indebtedness. The “Increased Amount” of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or Indebtedness shall mean any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries Indebtedness in connection with any letter accrual of intent interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms or purchase agreement permitted hereunder; (r) Liens in the form of common stock, the payment of dividends on insurance policies and Preferred Stock in the proceeds thereof securing the financing form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference, any fees, underwriting discounts, accrued and unpaid interest, premiums with respect thereto and other costs and expenses incurred in connection therewith and increases in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of Indebtedness outstanding solely as a result of fluctuations in the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens exchange rate of currencies or increases in the value of property securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the ObligationsIndebtedness.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and Obligations; (ii) the Permitted Other Indebtedness Security Documents securing Permitted Other Indebtedness Future Secured Debt Obligations that constitute First Lien Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc10.1(y); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to this subclause (ii), (A) above, the applicable Permitted Other holders of such Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive have delivered to the Credit PartiesCollateral Agent an Additional First Lien Secured Party Consent (as defined in the Security Agreement), taken as a whole, than (B) the terms and conditions Borrower shall have complied with the other requirements of Section 8.17 of the Security Documents Agreement with respect to such Future Secured Debt Obligations, and (xC) the Collateral Agent shall have entered into an intercreditor agreement on substantially the same terms as the General Intercreditor Agreement and an Additional Receivables Intercreditor Agreement with respect to such Future Secured Debt Obligations and, in the case of the first such issuance of Permitted Other Indebtedness Future Secured Debt constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness First Lien Obligations shall have entered into the First Lien Intercreditor Agreement (or supplement thereto) and (yiii) any Future Secured Debt Documents on the Senior Second Lien Notes Collateral securing Future Secured Debt Obligations permitted to be incurred under Section 10.1(y) and secured by a Lien ranking junior to the Lien securing the Obligations; provided that, in the case of subsequent issuances this subclause (iii), such Future Secured Debt Obligations comply with the proviso to Section 10.2(c); (b) Liens on the Receivables Collateral securing the ABL Facility under ABL Documents; (c) Liens on the Senior Second Lien Notes Collateral securing the Permitted Additional Debt permitted by clauses (k), (o) or (z) of Permitted Other Section 10.1; provided that, either (i) such Indebtedness constituting First is subject to an intercreditor agreement on substantially the same terms as the General Intercreditor Agreement as “Junior Lien Obligations, ” pursuant to the representative for requirements of such definition contained in the General Intercreditor Agreement or (ii) the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party one or more intercreditor agreements reasonably acceptable to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent providing that the Lien securing such Indebtedness shall be authorized rank junior to execute and deliver on behalf of the Secured Parties Lien securing the First Lien Intercreditor Agreement and Obligations on a basis at least as substantially favorable to the First Lien Secured Parties as the basis on which the Lien on the Senior Second Lien Notes Collateral ranks junior to the Lien securing the Obligations on the Closing Date pursuant to the General Intercreditor Agreement contemplated by this Section 10.2(aAgreement); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); , provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender, and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party Foreign Subsidiaries securing Indebtedness permitted pursuant to Section Sections 10.1(n), ) and (p) or and (xiii) Liens on assets of Restricted Foreign Subsidiaries not constituting Collateral securing Indebtedness permitted by Section 10.1(w); (f) Liens existing on the 2014 July Repricing Effective DateClosing Date and listed on Schedule 10.2 to the Original Credit Agreement; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (ad) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereofLien) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) ), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)) or other obligations permitted by this Agreement; provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 10.1(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary or a guarantee by such Restricted Subsidiary of any Indebtedness of the Borrower or any other Restricted Subsidiary, incurred pursuant to Section 10.1(k), in each case, in an aggregate amount not to exceed the amount permitted by the proviso to subclause (y) of such Section 10.1(k); (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party Party, (ii) [reserved] and (iiiii) of any Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (po) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (qp) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (rq) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business;; and (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (ur) additional Liens so long as the aggregate principal amount of the obligations secured thereby does not exceed $1,000,000,000 at any time outstanding (including second Liens on the Senior Second Lien Notes Collateral but only to the extent the holders (or a representative thereof) of the obligations secured by such second Liens comply with the proviso to clause (c) above). Notwithstanding the foregoing, (A) the Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien on any Principal Property other than (i) Liens permitted by the definition of “Permitted Liens” to the extent permitted under Section 1105 of the 1993 Indenture, (ii) Liens securing the First Lien Obligations, and (iii) Liens otherwise permitted by this Section 10.2 on Principal Properties that are not Collateral to secure Indebtedness in an aggregate principal amount at any time outstanding that, when aggregated (without duplication) with (I) the aggregate principal amount of Indebtedness of 1993 Indenture Restricted Subsidiaries (other than Indebtedness owing to a Credit Party or another 1993 Indenture Restricted Subsidiary to the extent permitted under section 1107 of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇) and (II) the aggregate principal amount of all other Indebtedness (other than Indebtedness owed to any Credit Party) secured by Liens on any assets of 1993 Indenture Restricted Subsidiaries, does not exceed $750,000,0005% of Consolidated Net Tangible Assets (as defined in the 1993 Indenture as in effect on the Closing Date) determined as of the date of such incurrence; and provided, that such Liens are permitted under the 1993 Indenture without equally and ratably securing the Retained Indebtedness and (vB) the Borrower will not permit any 1993 Indenture Restricted Subsidiary to create, incur, assume or suffer to exist any Lien on any of its assets other than (i) Liens permitted by the definition of “Permitted Liens”, (ii) Liens in favor of the Credit Parties to the extent permitted under section 1107 of the 1993 Indenture and (iii) additional Liens securing otherwise permitted by this Section 10.2 so long as the aggregate principal amount of the obligations secured thereby, when aggregated (without duplication) with (I) the aggregate principal amount of Indebtedness permitted under the first paragraph of Section 10.1, provided that 1993 Indenture Restricted Subsidiaries (other than Indebtedness owing to a Credit Party or another 1993 Indenture Restricted Subsidiary to the extent such permitted under section 1107 of the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇) and (II) the aggregate principal amount of Indebtedness (other than the First Lien Obligations) secured by Liens are contemplated to be on assets that constitute CollateralPrincipal Properties, at does not exceed 5% of Consolidated Net Tangible Assets (as defined in the time such Indebtedness is incurred, 1993 Indenture as in effect on the holders Closing Date) determined as of the date of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsincurrence.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume Incur or suffer to exist any Lien upon any of their property or assets (including Capital Stock of any kind (real a Restricted Subsidiary), whether owned on the Effective Date or personalacquired after that date, tangible or intangible) of the Borrower or any Restricted Subsidiaryinterest therein or any income or profits therefrom, whether now owned or hereafter acquiredwhich Lien is securing any Indebtedness (such Lien, except: the “Initial Lien”), except (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of any property or asset that does not constitute Collateral, (i) Permitted Liens securing (other than Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause Collateral Liens) or (ii) above, Liens on assets that are not Permitted Liens if the applicable Permitted Other Indebtedness Secured Parties Obligations (or a representative thereof on behalf Loan Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Indebtedness secured by such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken Initial Lien for so long as a whole, than the terms and conditions of the Security Documents such Indebtedness is so secured and (xb) in the case of any property or assets that constitutes Collateral, Permitted Collateral Liens. (b) Any such Lien created in favor of the first such issuance Secured Parties pursuant to Section 4.06(a)(ii) will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it relates, andor (ii) as otherwise set forth under Section 9.20 of the Credit Agreement. (c) For purposes of determining compliance with this Section 4.06, (x) a Lien need not to be Incurred solely by reference to one category of Permitted Other Indebtedness constituting First Lien ObligationsLiens or Permitted Collateral Liens, the Collateral Agentas applicable, the Administrative Agent and the representative for the holders but may be Incurred under any combination of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement categories (including in part under one such category and in part under any other such category and (y) in the case event that a Lien (or any portion thereof) meets the criteria of subsequent issuances one or more of such categories of “Permitted Other Indebtedness constituting First Lien ObligationsLiens” or “Permitted Collateral Liens”, as applicable, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent Borrower shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with entitled to, in its sole discretion, divide, classify or within two hundred and seventy (270) days after completion of the acquisitionmay subsequently reclassify, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon in whole or in the same assets theretofore subject to part, at any time, such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products portion thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct manner that complies with this Section 4.06 and the definition of “Permitted Liens” or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a “Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseCollateral Liens”, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsapplicable.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Security Documents and the Permitted Other Indebtedness Debt Documents securing Permitted Other Indebtedness Debt Obligations permitted to be incurred under Section 10.1(aa10.1(k), 10.1(bb(y) or 10.1(cc(z); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveObligations, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall have entered into the First Lien Intercreditor Agreement (or, if already in effect, a joinder thereto), and the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than substantially consistent with the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) aboveObligations, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall have entered into the Junior Lien Intercreditor Agreement (or, if already in effect, a joinder thereto), and the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than substantially consistent with the terms and conditions of the Security Documents and shall (x) in with appropriate changes thereto to reflect the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders junior priority of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; Debt Obligations) (it being understood and agreed that (x) without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and Agreement, the Second Junior Lien Intercreditor Agreement or any other intercreditor agreement contemplated by, or to effect the provisions of, this Section 10.2(a) and (y) for the avoidance of doubt, the Liens created for the benefit of the Revolving Letter of Credit Issuers as contemplated by Section 3.8(c) are permitted by this Section 10.2(a)); (b) [Reserved]Liens on the Collateral securing obligations under Secured Cash Management Agreements, Secured Hedging Agreements and letters of credit issued to support Hedging Obligations; provided that (i) at all times such obligations shall be secured by the Liens granted in favor of the Collateral Agent in the manner set forth in, and be otherwise subject to (and in compliance with), the Security Agreement and governed by the applicable Security Documents and (ii) such agreements were not entered into for speculative purposes (as determined by the Borrower at the time such agreements were entered into in its reasonable discretion acting in good faith) and, in the case of any Secured Hedging Agreement of the type described in clause (c) of the definition of “Hedging Agreement”, entered into in order to hedge against or manage fluctuations in the price or availability of any Covered Commodity; (c) [Reserved]; (d) Permitted Liens; (e) (id) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) except with respect to any Indebtedness incurred in connection with Environmental CapEx or Necessary CapEx, such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement restoration, replacement, expansion, installation or improvement (as applicable) of the property subject to such Liens and (y) except as otherwise permitted hereby, such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and lender; (iie) Liens existing on the assets of a Restricted Subsidiary Closing Date; provided that is not a Credit Party any Lien securing Indebtedness or other obligations in excess of $25,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (e) that are not set forth on Schedule 10.2) shall only be permitted pursuant to Section 10.1(n), (p) or (x)the extent such Lien is listed on Schedule 10.2; (f) Liens existing on the 2014 July Repricing Effective Date; (g) the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clauses clause (a) through a)(ii), clause (fe), clause (g), clause (v) and clause (hee) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien and accessions thereto or any proceeds or products thereof) or the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal (without increase in the amount or change in any direct or contingent obligor obligor, except to the extent otherwise permitted hereunder) of the Indebtedness or other obligations secured therebythereby (including any unused commitments), to the extent such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal is permitted by Section 10.1; provided that in the case of any such supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clause (a)(ii), clause (v) and clause (ee) of this Section 10.2, the requirements set forth in the proviso to clause (a)(ii), clause (v) or subclause (ii) of clause (ee), as applicable, shall have been satisfied; (hg) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such PersonPerson or any of its Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment permitted by Section 10.5, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or existing on assets acquired after the Original Closing Date Date, to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)10.1; provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property, property that is affixed or incorporated into the property covered by such Lien)Lien and accessions thereto and products and proceeds thereof, after-acquired property subject to a Lien securing Indebtedness and secure only the same Indebtedness or other obligations that such Liens secured, immediately incurred prior to such Permitted Acquisition time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment financed by such lender, it being understood that such requirement to pledge such after-acquired property shall not be permitted to apply to any such after-acquired property (to which such requirement would not have applied but for such acquisition) except as otherwise permitted hereunder, and any supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, renewal or extension thereof permitted by Section 10.1(j)10.1; (h) [reserved]; (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a any Restricted Subsidiary in favor of a Credit Party and (ii) of any other Restricted Subsidiary that is not a Credit Party in favor of any other Restricted Subsidiary that is not a Credit Party; (kj) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off)) or attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions or other electronic payment service providers arising as a matter of law or customary contract encumbering deposits, including deposits in “pooled deposit” or “sweep” accounts (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (lk) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, Investment and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (ml) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business (including in respect of construction or restoration activities) permitted by this Agreement; (nm) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (on) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred any amounts held by a trustee in the ordinary course funds and accounts under an indenture securing any revenue bonds issued for the benefit of business and not for speculative purposesthe Borrower or any Restricted Subsidiary; (po) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (qp) Liens solely (a) on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or cash advances made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderunder this Agreement, (b) on other cash advances in favor of the seller of any property to be acquired in an Investment or other acquisition permitted hereunder to be applied against the purchase price for such Investment or other acquisition or (c) consisting of an agreement to dispose of any property pursuant to a disposition permitted hereunder (or reasonably expected to be so permitted by the Borrower at the time such ▇▇▇▇ was granted); (rq) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of businessthereto; (sr) Liens on specific items of inventory or other goods 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 goodsgoods in the ordinary course of business or consistent with past practice; (s) Liens securing Non-Recourse Debt of an Excluded Project Subsidiary on the assets (and the income and proceeds therefrom) of such Excluded Project Subsidiary; (t) additional Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Restricted Subsidiary that is not a Credit Party in a currency securing Indebtedness of such Restricted Subsidiary permitted pursuant to Section 10.1 (or other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding obligations of such Restricted Subsidiary not to exceed $25,000,000constituting Indebtedness); (u) additional Liens so long as the aggregate principal amount in respect of the obligations secured thereby at any time outstanding does not exceed $750,000,000; andPermitted Sale Leasebacks; (v) additional Liens securing incurring Indebtedness permitted under the first paragraph of incurred pursuant to Section 10.1, 10.1(mm); provided that to any Liens on the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness Collateral shall rank junior to the Lien on the Collateral securing the Obligations.Obligations and the holder(s) of such Liens (or a representative thereof) shall have entered into the Junior Lien Intercreditor Agreement and/or other intercreditor agreements or arrangements that are reasonably acceptable to the Administrative Agent and the Borrower, as applicable; (w) rights reserved to or vested in others to take or receive any part of, or royalties related to, the power, gas, oil, coal, lignite or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Borrower and the Restricted Subsidiaries and Liens upon the production from property of power, gas, oil, coal, lignite or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such production or proceeds; (x) Liens arising out of all presently existing and future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, shared facilities agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out of, used or useful in connection with or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal or handling of any property of the Borrower and the Restricted Subsidiaries; provided that such agreements are entered into in the ordinary course of business (including in respect of construction or restoration activities); (y) any restrictions on any Stock or Stock Equivalents or other joint venture interests of the Borrower or any Restricted Subsidiary providing for a breach, termination or default under any owners, participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of such Stock or Stock Equivalents or interest of such Person, if a security interest or other Lien is created on such Stock or Stock Equivalents or interest as a result thereof and other similar Liens; (z) Liens resulting from any customary provisions limiting the disposition or distribution of assets or property (including without limitation Stock) or any related restrictions thereon in joint venture, partnership, membership, stockholder and limited liability company agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, including owners’, participation or similar agreements governing projects owned through an undivided interest; provided, however, that any such limitation is applicable only to the assets that are the subjects of such agreements; (aa) Liens and other exceptions to title, in either case on or in respect of any facilities of the Borrower or any Restricted Subsidiary, arising as a result of any shared facility agreement entered into with respect to such facility, except to the extent that any such Liens or exceptions, individually or in the aggregate, materially adversely affect the value of the relevant property or materially impair the use of the relevant property in the operation of business the Borrower and the Restricted Subsidiaries, taken as a whole; (bb) Liens on cash and Permitted Investments (i) deposited by the Borrower or any Restricted Subsidiary

Limitation on Liens. The Borrower Holdings will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Holdings or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Subject Liens securing on any Collateral, if such Subject Lien is a Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause Lien; (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of any other asset or property, any Subject Lien if (i) the first Obligations are equally and ratably secured with (or on a senior basis to, in the case such issuance Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (ii) such Subject Lien is a Permitted Lien; and (iii) any other Subject Lien (without duplication of Permitted Other Indebtedness constituting First Liens permitted under clauses (i) and (ii) of this Section 10.2(a)) if (x) the obligations secured by such Subject Lien Obligations, (“Junior Lien Indebtedness”) are junior to the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) the assets or property secured by such Subject Lien are on Collateral (or immediately upon incurring such Junior Lien Indebtedness such assets or property become Collateral); provided that (i) in the case of subsequent issuances Junior Lien Indebtedness that constitutes debt for borrowed money, such Junior Lien Indebtedness complies with clauses (a), (b), and (c) of the definition of “Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof Indebtedness” and (Bii) in the case of Liens securing Permitted Other Junior Lien Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) aboveconstitutes debt for borrowed money, the applicable Permitted Other holders of such Junior Lien Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (xA) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First such Junior Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations Junior Lien Indebtedness shall have entered into the Second Lien Intercreditor Agreement and (yB) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligationssuch ▇▇▇▇▇▇ ▇▇▇▇ Indebtedness, the representative for the holders of such Permitted Other Junior Lien Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and clause (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any . Any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount benefit of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that Secured Parties pursuant to the extent preceding paragraph shall provide by its terms that such Liens are contemplated to Lien shall be on assets automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory gave rise to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior obligation to the Lien securing so secure the Obligations.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section ‎3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred Incurred under Section 10.1(aa), 10.1(bb‎10.1(u) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness (provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that constitute, or are intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into with the First Lien Collateral Agent a Customary Intercreditor Agreement and (y) in which agreement shall provide that the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, Liens on the representative for the holders of Collateral securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have become a party the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to the First Lien Intercreditor Agreement in accordance with the terms thereof control of remedies) and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to described in subclause (ii) aboveor (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Customary Intercreditor Agreement with terms and conditions not materially more restrictive the Collateral Agent which agreement shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness, as applicable, shall rank junior in priority to the Credit Parties, taken as a whole, than Liens on the terms Collateral securing the Obligations and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute any other First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties the First Lien any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Second Lien Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(a‎10.2(a); (b) [Reserved]Permitted Encumbrances; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f‎10.1(f) or Section ‎10.1(g) (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (xi) such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, restoration, construction, expansion or improvement (as applicable) of the property subject to such Liens and or the making of the applicable Capital Expenditures, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits, related contract rights and payment intangibles and other assets related thereto and (2iii) with respect to Financing Lease Obligations, such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and lender; (iid) Liens on the property and assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) Closing Date or pursuant to agreements in existence on the modificationClosing Date and listed on Schedule 10.2 or, replacementto the extent not listed in such Schedule, extension such property or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or assets have a Fair Market Value that does not exceed $5,000,000 in the same assets theretofore subject to aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary, other than (or upon or in after-A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section ‎10.1 and (B) the proceeds and products thereof and (ii) such Lien shall secure only those obligations that such Liens secured on the Closing Date and any proceeds or products thereofPermitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section ‎10.1; (e) or the modification, Refinancing, replacement, extension or renewal (without increase or successive modifications, Refinancings, replacements, extensions or renewals) of any Lien permitted by clauses (c), (d), (f), (p), (t), (u) and (bb) of this Section ‎10.2 upon or in the amount or change in any direct or contingent obligor except same assets theretofore subject to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or Lien other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens than (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (f), (t), (u) or (bb), after-acquired property subject to a Lien securing Indebtedness permitted under Section ‎10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof; (f) Liens existing on the assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (including by designation as a Restricted Subsidiary pursuant to Section ‎9.15), or existing on assets acquired, pursuant to an Acquisition or other Investment permitted under Section ‎10.5 or Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section ‎10.1(j); provided that such Liens attach at all times only to the same assets that such Liens attached to (other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section ‎10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section ‎10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j)as applicable; (ig) [Reserved]Liens arising out of any license, sublicense or cross-license of Intellectual Property permitted under Section ‎10.4; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of the Borrower or any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary; (ki) Liens (i) of a collecting 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 accounts incurred in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on advances of cash advances or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 ‎10.5 or Section 10.6 to be applied against the purchase price for such InvestmentInvestment (or to secure letters of credit, bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose Dispose of any property in a transaction permitted under Section 10.4‎10.4, in each case, solely to the extent such Investment or sale, dispositionDisposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods property and bailee arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this AgreementAgreement and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision under any other Applicable Law) in favor of a seller or buyer of goods; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; (o) 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; (pm) Liens that are contractual rights of set-off (iA) relating to the establishment of depository relations with banks not given in connection with the issuance Incurrence of Indebtedness, (iiB) relating to pooled deposit deposit, automatic clearing house or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businessbusiness or consistent with past practice; provided that, Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest securing the Obligations; (qn) Liens (i) solely on any ▇▇▇▇ ▇e▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunderhereunder or to secure any letter of credit, bank guarantee or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a transaction permitted under Section ‎10.4; (ro) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred thereto; (p) Liens on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related thereto; (q) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (sr) agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (i) Liens on specific items of inventory or other goods and the proceeds thereof Capital Stock in Joint Ventures 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 Joint Ventures and (ii) to facilitate the purchaseextent constituting Liens, shipment transfer restrictions, purchase options, rights of first refusal, tag or storage drag, put or call or similar rights of such inventory minority holders or goodsJoint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational Documents; (t) Liens on with respect to property or assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Non-Credit Party in securing Indebtedness of a currency other than Dollars Non-Credit Party permitted by under Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000‎10.1(v); (u) additional Liens so long as not otherwise permitted by this Section ‎10.2; provided that, at the time of the incurrence thereof and after giving pro forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u)) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of (x) $225,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date; provided that, if such Liens are on Collateral, then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby at (or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness or other obligations shall rank junior to the Liens on the Collateral securing the Obligations. Without any time outstanding does not exceed $750,000,000; andfurther consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u); (v) additional Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and, at the time of incurrence thereof, not for speculative purposes; (w) Liens on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such defeasance or satisfaction or discharge is permitted under this Agreement; (x) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business or consistent with past practice; (y) Liens securing commercial letters of credit permitted pursuant to Section ‎10.1(z); (z) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (aa) Liens securing Hedging Agreements submitted for clearing in accordance with Applicable Law; (bb) Liens securing Indebtedness permitted under Section 10.1(k), (s) or (x); provided that, subject to Section 1.11, after giving pro forma effect to the Incurrence of any such Liens and the Incurrence of such Indebtedness and to any Acquisition, Investment, Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and Restricted Subsidiaries shall be in compliance on a pro forma basis with a Consolidated Secured Debt to Consolidated EBITDA Ratio of less than or equal to 5.00:1.00, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, and any Specified Transaction or Specified Restructuring to be consummated in connection therewith occurred on the first paragraph day of Section 10.1such Test Period; provided, provided that to the extent further, that, if such Liens are contemplated to be on assets that constitute Collateral, at then the time such Indebtedness is incurred, Borrower may elect to have the holders of such the Indebtedness shall have entered or other obligations secured thereby (or a representative or trustee on their behalf) enter into intercreditor arrangements reasonably satisfactory to the Administrative Agent a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness or other obligations shall rank junior to the Lien Liens on the Collateral securing the Obligations.. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary In

Limitation on Liens. The Borrower will not, not and will not permit any of the Restricted Subsidiaries to, to create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb10.1(v) or 10.1(cc)(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness; provided that, (A) in the case of Liens securing Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) or (iii) above, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and and/or the representative for Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the holders of Liens securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party not rank junior to or senior to the First Lien Intercreditor Agreement in accordance with securing the terms thereof Obligations (but without regard to control of remedies) and (B) in the case of Liens securing Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) or (iii) above, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Customary Intercreditor Agreement with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and and/or the representative of Collateral Agent which agreement shall provide that the holders of Liens securing such Permitted Notes Additional Debt Obligations shall have entered into the Second Lien Intercreditor or Credit Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Refinancing Indebtedness shall have become a party rank junior to the Second Lien Intercreditor Agreement in accordance with securing the terms thereof; without Obligations. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the First Lien Security Documents or a Customary Intercreditor Agreement and to effect the Second Lien Intercreditor Agreement provisions contemplated by this Section 10.2(a);; 169 (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (ic) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g); provided provided, that (xi) with respect to Indebtedness permitted under Section 10.1(f), such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, construction, expansion or improvement (as applicable) of the property subject to such Liens and Liens, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and the proceeds and the products thereof and customary security deposits and (2iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property or assets existing on the Effective Date and listed on Schedule 10.2 or, to the extent not listed in such Schedule, the principal amount of the obligations secured by such property or assets does not exceed $10,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section 10.1 and (B) the proceeds and products thereof and (ii) Liens such Lien shall secure only those obligations that it secures on the assets of a Restricted Subsidiary that is not a Credit Party securing Effective Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above, and clauses (f) ), (q), (r), (t), (x), and clause (hy) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in Lien, other than after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (a), (f), (q), (r) and (x), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is other than by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to Section 9.16), or existing on assets acquired, pursuant to a Permitted Acquisition or any other Investment permitted by under Section 10.5, or existing on assets acquired after the Original Closing Date 10.5 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and other than after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof) attached to, and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modificationor such other Investment, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j);as applicable; 170 (ig) [Reserved]; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party the Borrower or any Subsidiary Guarantor and (ii) Liens securing Indebtedness or other obligations of any Restricted Subsidiary that is not a Credit Party Subsidiary Guarantor in favor of any Restricted Subsidiary that is not a Credit PartySubsidiary Guarantor; (ki) Liens (i) of a collecting 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 accounts incurred maintained in the ordinary course of business; business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-to set off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mk) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (nl) Liens deemed on Investments that are subject to exist in connection with Investments in repurchase agreements constituting Cash Equivalents permitted under Section 10.5; (om) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred maintained in the ordinary course of business and and, at the time of incurrence thereof, not for speculative purposes; (pn) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance or incurrence of Indebtedness, (ii) relating to pooled deposit deposit, automatic clearinghouse or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;; 171 (qo) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (rp) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred thereto; (i) Liens securing Indebtedness under any Margin Lines of Credit or (ii) arising in connection with securities lending arrangements entered into in the ordinary course of business; (r) Liens not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving Pro Forma Effect thereto and the use of proceeds thereof, the aggregate outstanding amount of Indebtedness and other obligations secured thereby does not exceed the greater of $200,000,000 and 36% of Consolidated EBITDA (measured as of the date such Lien is incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date of incurrence); provided that, if such Liens are on Collateral (other than cash and Cash Equivalents), the holders of the obligations secured thereby (or a representative or trustee on their behalf) shall have entered into a Customary Intercreditor Agreement providing that the Liens securing such obligations shall rank junior to the Liens securing the Obligations. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or the Customary Intercreditor Agreement to effect the provisions contemplated by this Section 10.2; (s) Liens on specific items arising out of inventory any license, sublicense or other goods and the proceeds thereof securing such Person’s obligations in respect cross-license 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 goodsIntellectual Property permitted under Section 10.4; (t) Liens on assets not constituting Collateral securing letters in respect of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000Permitted Sale Leasebacks; (u) additional Liens so long as the aggregate principal amount prior rights of consignees and their lenders under consignment arrangements entered into in the obligations secured thereby at any time outstanding does not exceed $750,000,000; andordinary course of business; (v) additional agreements to subordinate any interest of the Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business; (w) Liens on Capital Stock in joint ventures securing obligations of such joint ventures; (x) Liens with respect to property or assets of any Restricted Foreign Subsidiary securing Indebtedness of a Restricted Foreign Subsidiary permitted under the first paragraph of Section 10.1, 10.1(x); and 172 (y) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness satisfaction or discharge is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationspermitted hereunder.

Limitation on Liens. The Borrower Company will not, and will not permit any of the Restricted Subsidiaries Subsidiary to, create, incur, assume or suffer permit to exist any Lien upon on any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether asset now owned or hereafter acquiredacquired by it, except: (a) Liens arising created under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)ABL Loan Documents; (b) [Reserved]Permitted Encumbrances; (c) [Reserved]Liens in favor of the Takeback Notes Trustee created under the Takeback Notes Documents to secure the Takeback Notes Obligations; provided that such Liens are subject to the Securities/ Takeback Notes Intercreditor Agreement and the ABL/Takeback Notes Intercreditor Agreement; (d) Permitted LiensLiens in favor of ▇▇▇▇▇▇▇▇ created under the McKesson Documents to secure the McKesson Trade Obligations; provided that such Liens are subject to the ABL / McKesson Intercreditor Agreement; (e) (i) Liens any Lien securing Indebtedness permitted pursuant Debt of a Subsidiary owing to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisitiona Subsidiary Guarantor, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only which Lien shall be collaterally assigned to the assets so financed except (1) for accessions Securities Collateral Agent to secure the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x)Securities Obligations; (f) Liens existing on any Lien securing Debt, Attributable Debt and other payment obligations under leases, as applicable, incurred in connection with a Sale and Leaseback Transaction or any equipment financing or leasing, in any such case, to the 2014 July Repricing Effective Dateextent permitted pursuant to (i) Section 4.03(l) or (n) and (ii) Section 4.09, as applicable; provided that any such Lien shall attach only to the equipment, Real Estate or other assets subject to such Sale and Leaseback Transaction, financing, or leasing, as applicable, and (ii) any Lien securing Debt permitted pursuant to Section 4.03(t); provided that any Lien securing such Debt is limited to the applicable Financed Prescription Files (but not the proceeds thereof); (g) Liens on the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien Collateral (or upon or in after-acquired property that on assets that, substantially concurrently with the creation of such Lien, become Collateral on which a Lien is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except granted to the extent otherwise permitted hereunderSecurities Collateral Agent pursuant to a Securities Collateral Document) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is securing Debt permitted by Section 10.14.03(r); provided that any such Liens rank junior to the Liens on the Collateral securing the Securities Obligations pursuant to an Acceptable Intercreditor Agreement; (h) Liens existing on the assets Issue Date and identified on Schedule 6.02 of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)ABL Credit Agreement; provided that such Liens (i) are do not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired any property that is affixed or incorporated into other than the property covered by such Lien), identified on Schedule 6.02 of the ABL Credit Agreement and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or they secured on the Issue Date other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely than accessions to the extent such Investment property or sale, disposition, transfer or lease, as assets subject to the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Security Documents and the Permitted Other Indebtedness Debt Documents securing Permitted Other Indebtedness Debt Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb10.1(y) or 10.1(ccSection 10.1(z); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveabove and (1) whose collateral package is identical to the Collateral (subject to exceptions set forth in the Security Documents), (a) the applicable Permitted Other Debt Secured Parties (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Agent an Additional First Lien Secured Party Consent (as defined in the Security Agreement), an Additional First Lien Secured Party Consent (as defined in the Pledge Agreement) and an Accession Agreement (as defined in the Intercreditor Agreement) and (b) the Borrower shall have complied with the other requirements of Section 8.18 of the Security Agreement with respect to such Permitted Other Debt Obligations, if applicable, or (2) whose collateral package consists of less collateral than the Collateral (subject to exceptions set forth in the Security Documents) (such collateral package, “Alternate First Lien Collateral”), the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive less favorable to the Credit Parties, taken as a whole, Lenders than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, an intercreditor agreement reasonably acceptable to the Administrative Agent with the Collateral Agent and each Hedge Bank party to a Commodity Hedging Agreement and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement with terms and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party conditions not materially less favorable to the First Lien Lenders than the terms and conditions of the Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Joinder Agreement (as defined in the Second Lien Intercreditor Agreement) pursuant to which such Permitted Other Debt Secured Parties are designated as “Second Priority Class Debt Parties” under the Second Lien Intercreditor Agreement or another intercreditor agreement with terms and conditions not materially more restrictive less favorable to the Credit Parties, taken as a whole, Lenders than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in providing that the case of subsequent issuances of Liens securing such Permitted Other Indebtedness that do not constitute Debt Obligations shall rank junior to the Liens securing the Obligations and any other First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without . Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement contemplated by, or to effect the First Lien Intercreditor Agreement and provisions of, this Section 10.2(a). For the Second Lien Intercreditor Agreement avoidance of doubt, the Liens created for the benefit of the Revolving Letter of Credit Issuers or Swingline Lender as contemplated by Section 3.8(c) are permitted by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Borrower will not, not and will not permit any of the Restricted Subsidiaries to, to create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under created pursuant to (i) the Credit Documents securing to secure the Obligations and (including Liens permitted pursuant to Section 3.8) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Other Indebtedness Additional Debt Documents securing Permitted Other Indebtedness Additional Debt Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb10.1(u)(ii) or 10.1(cc(provided that such Liens do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness (other than Permitted Unsecured Refinancing Debt); provided that, (A) in the case of Liens securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) or (iii) above, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and and/or the representative for Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the holders of Liens securing such Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party not rank junior to or senior to the First Lien Intercreditor Agreement in accordance with securing the terms thereof Obligations (but without regard to control of remedies) and (B) in the case of Liens securing Permitted Other Additional Debt Obligations or Credit Agreement Refinancing Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) or (iii) above, the applicable Permitted Other Indebtedness Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders) shall enter have entered into security documents a Customary Intercreditor Agreement with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and and/or the representative of Collateral Agent which agreement shall provide that the holders of Liens securing such Permitted Notes Additional Debt Obligations shall have entered into the Second Lien Intercreditor or Credit Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Refinancing Indebtedness shall have become a party rank junior to the Second Lien Intercreditor Agreement in accordance with securing the terms thereof; without Obligations. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be 155 authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the First Lien Security Documents or a Customary Intercreditor Agreement and to effect the Second Lien Intercreditor Agreement provisions contemplated by this Section 10.2(a); ; (b) [Reserved]; Permitted Liens; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g); provided provided, that (xi) with respect to Indebtedness permitted under Section 10.1(f), such Liens attach concurrently with or within two hundred and seventy (270) 270 days after completion of the acquisition, constructionlease, repair, replacement replacement, construction, expansion or improvement (as applicable) of the property subject to such Liens and Liens, (yii) such Liens attach at all times only to the assets so financed except (1) for accessions to other than the property financed with the proceeds of by such Indebtedness Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and additions to such property and the proceeds and the products thereof and customary security deposits and (2iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions and additions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (d) Liens on property or assets existing on the Amendment No. 5 Effective Date and listed on Schedule 10.2 or, to the extent not listed in such Schedule, the principal amount of the obligations secured by such property or assets does not exceed $10,000,000 in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted Subsidiary other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted by Section 10.1 and (B) the proceeds and products thereof and (ii) Liens such Lien shall secure only those obligations that it secures on the assets of a Restricted Subsidiary that is not a Credit Party securing Amendment No. 5 Effective Date and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted pursuant to by Section 10.1(n), 10.1; (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (d) above, and clauses (f) ), (p), (q), (s), (w), and clause (hx) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in Lien, other than after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) in the case of Liens permitted by clauses (a), (f), (p), (q) and (w), after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds or and products thereof) or the replacement, extension or renewal ; (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is other than by designation as a Restricted Subsidiary that survives a merger with such Person) pursuant to Section 9.16), or existing on assets acquired, pursuant to a Permitted Acquisition or any other Investment permitted by under Section 10.5, or existing on assets acquired after the Original Closing Date 10.5 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and other than after-acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the proceeds and products thereof) attached to, and secure only only, the same Indebtedness or obligations (or any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or such other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, as applicable, and (ii) consisting were not created in contemplation of an agreement to sell, transfer, lease such Permitted Acquisition or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseother Investment, as the case may be, would have been permitted on the date of the creation of such Lienapplicable; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. (a) The Borrower Issuer will not, and will not permit any of the Restricted Subsidiaries its Subsidiary Guarantors to, createdirectly or indirectly, incur, assume Incur or suffer to exist any Lien upon (other than any property Permitted Lien) on Property owned on the Settlement Date or assets thereafter acquired to secure Debt or any Obligations related thereto. (b) If the Issuer or any Subsidiary Guarantor shall, directly or indirectly, Incur or suffer to exist any Lien of any kind (real upon any of their Property to secure ABL Obligations, Pari Passu ABL Lien Debt, Pari Passu Notes Lien Debt or personal, tangible or intangible) of the Borrower or any Restricted SubsidiaryJunior Lien Obligations, whether now owned at the Settlement Date or hereafter thereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (Ax) in the case of Liens securing Permitted Other Indebtedness Obligations any of the ABL Obligations, Pari Passu ABL Lien Debt or Pari Passu Notes Lien Debt, except as otherwise provided in the Intercreditor Agreement, the Issuer or such Subsidiary Guarantor, as the case may be, shall, contemporaneously with the incurrence of such Lien, ▇▇▇▇▇ ▇ ▇▇▇▇ with a priority that constitute First is at least consistent with the relative Lien Obligations priority set forth in the Intercreditor Agreement, upon such Property as security for the Notes and the Subsidiary Guarantees pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and any other applicable intercreditor agreement, and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Liens securing Junior Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary Issuer or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseGuarantor, as the case may be, would have been permitted on shall, contemporaneously with the date of the creation incurrence of such Lien;, grant a priority Lien relative to such Junior Lien Obligations, upon such Property as security for the Notes and the Subsidiary Guarantees pursuant to the Junior Lien Intercreditor Agreement or other applicable intercreditor agreement. (mc) Liens arising out Any such Lien granted to secure the Notes pursuant to clause (b) of conditional sale, title retention, consignment or similar arrangements for sale or purchase this Section 4.11 on Property (which Property would not otherwise constitute Collateral other than as required by clause (b) of goods entered into by the Borrower or any of the Restricted Subsidiaries this Section 4.11) shall be automatically and unconditionally released and discharged in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off all respects upon (i) relating the release and discharge of the other Lien to which it relates (except a release and discharge upon payment of the establishment obligation secured by such Lien during the pendency of depository relations with banks not given any Event of Default under this Indenture, in connection with which case such Liens shall only be discharged and released upon payment of the issuance Notes or cessation of Indebtedness, such Event of Default) or (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course case of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary such Lien in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf favor of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as Guarantee, upon the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders termination and discharge of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to Subsidiary Guarantee in accordance with the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsterms of this Indenture.

Limitation on Liens. The Borrower will Company shall not, and will shall not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Lien Liens of any kind against or upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower Company or any of its Restricted SubsidiarySubsidiaries whether owned on the Issue Date or acquired after the Issue Date, whether now owned or hereafter acquiredany proceeds therefrom, exceptor assign or otherwise convey any right to receive income or profits therefrom unless: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute is expressly subordinate or junior in right of payment of the Securities, the Securities are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and (b) in all other cases, the Securities are equally and ratably secured, except for the following Liens which are expressly permitted: (i) Liens existing as of the Issue Date, other than First Lien Obligations pursuant to subclause Priority Liens; (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and Liens securing (x) Indebtedness and other Obligations under the Credit Agreement in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders an aggregate principal amount of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement outstanding at any time not to exceed $165 million, and (y) the Indebtedness and other Obligations outstanding from time to time under the Overdraft Facility in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders an aggregate principal amount of such Permitted Other Indebtedness not to exceed $20 million; provided that the amount of Liens permitted to secure Indebtedness and other Obligations shall have become a party to under the First Lien Intercreditor Credit Agreement and Overdraft Facility in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause this clause (ii) above, the applicable Permitted Other shall be in addition to any Liens permitted to secure Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to other Obligations under the Credit PartiesAgreement and Overdraft Facility in reliance on and in accordance with clauses (6), taken as a whole(7), than the terms (20), (21) and conditions (22) of the Security Documents and shall definition of "Permitted Liens"; (iii) Liens securing the Securities or any Subsidiary Guarantee; (iv) Liens in favor of (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and either Issuer or any Guarantor or (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Wholly Owned Restricted Subsidiary that is not an Issuer or a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x)Guarantor; (fv) Liens existing on securing Refinancing Indebtedness which is incurred to Refinance any Indebtedness (including, without limitation, Acquired Indebtedness) which has been secured by a Lien permitted under this Indenture and which has been incurred in accordance with the 2014 July Repricing Effective Dateprovisions of this Indenture; provided, however, that such Liens: (A) are no less favorable to the Holders and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being Refinanced; and (B) do not extend to or cover any property or assets of the Company or any of its Restricted Subsidiaries not securing the Indebtedness so Refinanced; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (jvi) Liens securing Indebtedness or other obligations (i) of Restricted Subsidiaries of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens Company so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.otherwise permitted under this Indenture; and

Limitation on Liens. The Borrower Credit Parties will not, and will not permit any of the their respective Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing Documents, including the Obligations and Final DIP Order (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa)which, 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders avoidance of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligationsdoubt, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party includes Liens granted as adequate protection to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Prepetition Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (ic) Liens securing Indebtedness permitted pursuant to Section 10.1(f10.1(A)(f); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1financed, ECA Collateral and/or other assets subject to Indebtedness incurred pursuant to Section 10.1(A)(f) for accessions owing to the property financed with the proceeds of same Person as such Indebtedness and so secured; (d) (i) Liens securing the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender Prepetition Secured debt and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) other Liens existing on the 2014 July Repricing Effective DateSpecified Schedule Date and listed on Schedule 10.2 hereto; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through ), (fb), (c) and clause (hd)(ii) above of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal of the Indebtedness secured thereby (in each case, without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1); (hf) [reserved]; (g) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens securing (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired the Permitted Acquisition Debt and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.410.1(A)(i), in each case, solely to placed upon the extent Equity Interests in, or assets of, any Acquired Person or its Subsidiaries; provided that, no such Investment or sale, disposition, transfer or lease, as the case Liens may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or be placed in any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts assets of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred (other than the Acquired Persons and their Subsidiaries) other than the Equity Interests in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of businesssuch Acquired Person; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (uh) additional Liens so long as the aggregate principal amount of the obligations so secured thereby at any time outstanding does not exceed $750,000,00050,000,000 at any time outstanding; (i) Liens on the Equity Interests of Unrestricted Subsidiaries; (j) [reserved]; (k) deposits of cash and cash equivalents not to exceed $3,000,000 in the aggregate to (i) secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business or (ii) to provide “adequate assurances of payment” as that term is used in Section 366 of the Bankruptcy Code; (l) Liens securing Indebtedness permitted pursuant to Section 10.1(A)(v); and (vm) additional Liens securing Indebtedness deemed to exist in connection with a transaction permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations10.4.

Limitation on Liens. The Borrower will not, and nor will not it permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and Obligations, (ii) on cash or deposits granted in favor of the Swingline Lender or the Letter of Credit Issuer to cash collateralize any Defaulting Lender’s participation in Letters of Credit or Swingline Loans, as contemplated by 2.1(c), 3.1(b) and 2.16(a)(ii), respectively, and (iii) the Security Documents and the Permitted Other Indebtedness Debt Documents securing Permitted Other Indebtedness Debt Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc10.1(A)(o); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, above the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive have entered into, or otherwise joined to the Credit Parties, taken as a wholeparty, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, with the Collateral AgentAgent the Pari Passu Intercreditor Agreement, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Debt Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Debt Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive have entered into, or otherwise joined to the Credit Parties, taken as a wholeparty, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, with the Collateral Agent, Agent the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Junior Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without Agreement. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement (including any changes to the First Lien Pari Passu Intercreditor Agreement and/or the Junior Intercreditor Agreement) or any amendment (or amendment and restatement) to the Second Lien Intercreditor Agreement Security Documents or such intercreditor agreements contemplated by by, or to effect the provisions of, this Section 10.2(a); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (ec) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f10.1(A)(f); , provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender financed, and (ii) Liens on the assets of a Restricted Subsidiaries that are not Subsidiary that is not a Credit Party Guarantors securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x10.1(A)(n); (fd) Liens existing on the 2014 July Repricing Effective DateClosing Date and listed on Schedule 10.2; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (fd) above and clause (hf) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) person), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j10.1(A)(j); , provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien)to, and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j);Acquisition; and (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of placed upon the Borrower or a Restricted Subsidiary in favor of a Credit Party Stock and (ii) Stock Equivalents of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 a Permitted Acquisition to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts secure Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iiiSection 10.1(A)(k) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies such Permitted Acquisition and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000;the amount provided in the proviso to clause (z) of such Section 10.1(A)(k) and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by such Restricted Subsidiary of any such Indebtedness of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 10.1(A)(k) in connection with such Permitted Acquisition in an aggregate amount at any time outstanding not to exceed the amount provided in the proviso to clause (z) of such Section 10.1(A)(k); and (uh) additional Liens so long as the aggregate principal amount of the obligations so secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, 25,000,000 at the any time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsoutstanding.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)Documents; (b) [Reserved]Liens securing Indebtedness permitted to be incurred pursuant to Section 10.1(b), and Hedging Obligations and Cash Management Obligations permitted to be secured on a pari passu basis with the ABL Loans under the ABL Credit Documents; provided that such Lien over the Collateral shall be subject to the Applicable Intercreditor Agreements reflecting its pari passu status as compared with the Liens securing the ABL Loans; (c) [Reservedreserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f10.1(h); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisitionexcept as otherwise permitted hereby, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender; (e) Liens permitted to remain outstanding under the Plan; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 shall only be permitted to the extent such Lien is listed on Schedule 10.2; (f) (i) Liens securing Indebtedness permitted to be incurred under clause (B)(2) of the proviso to Section 10.1(k)(i), Section 10.1(v)(i), Section 10.1(v)(ii) or Section 10.1(w)(i); provided that (A) the representative of such Indebtedness shall have entered into the Applicable Intercreditor Agreements to the extent secured by the Collateral reflecting its pari passu or junior (but not senior) priority status as compared with the Liens securing the Obligations and (B) (I) with respect to Indebtedness incurred in reliance on clause (B)(2) of the proviso to Section 10.1(k)(i) that is secured by Liens on a pari passu basis with any Liens securing the Initial Term Loans (without regard to control of remedies), immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio is no greater than 3.30 to 1.00 and (II) with respect to Indebtedness incurred in reliance on clause (B)(2) of the proviso to Section 10.1(k)(i) that is secured by Liens that are junior in right of security to the Liens securing the Initial Term Loans, immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is no greater than 3.30 to 1.00 and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Refinancing Indebtedness permitted pursuant to be incurred under Section 10.1(n10.1(k)(ii), (pSection 10.1(v)(iii) or (xand Section 10.1(w)(ii); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such PersonPerson or any of its Subsidiaries) pursuant to a Permitted Acquisition or other permitted Investment permitted by Section 10.5, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary or existing on assets acquired after the Original Closing Date Date, to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)10.1; provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached and after-acquired property, property that is affixed or incorporated into the property covered by such Lien and accessions thereto and products and proceeds thereof, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment (or assets affixed or appurtenant thereto and additions and accessions) provided by any lender, other equipment financed by such lender, it being understood that such requirement to pledge such after-acquired property shall not be permitted to apply to any such after-acquired property to which such requirement would not have applied but for such acquisition except as otherwise permitted hereunder, and any Refinancing Indebtedness thereof permitted by Section 10.1; (h) additional Liens on assets of any Restricted Subsidiary that is not a Credit Party securing Indebtedness of such Restricted Subsidiary permitted pursuant to Section 10.1 (or other obligations of such Restricted Subsidiary not constituting Indebtedness); (i) additional Liens on assets that do not constitute Collateral prior to the creation of such Liens, so long as the Credit Facilities hereunder are equally and ratably secured thereby and the aggregate amount of Indebtedness secured thereby at any time outstanding does not exceed $160,000,000; provided that such Liens are subject to intercreditor arrangements reasonably satisfactory to the Borrower and the Collateral Agent, it being understood and agreed that intercreditor arrangements in substantially the form of the Applicable Intercreditor Agreements are satisfactory; (j) additional pari passu or junior Liens securing Indebtedness, so long as (i)(x) with respect to Indebtedness that is secured by Liens on a pari passu basis with any Liens securing the Initial Term Loans (without regard to control of remedies), immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated First Lien Net Leverage Ratio is no greater than 3.30 to 1.00 and (y) with respect to Indebtedness that is secured by Liens that are junior in right of security to the Liens securing any Initial Term Loans, immediately after the incurrence thereof, on a Pro Forma Basis, the Consolidated Secured Net Leverage Ratio is no greater than 3.30 to 1.00 and (ii) the holder(s) of such Liens (or a representative thereof) shall have entered into the Applicable Intercreditor Agreements; (k) additional Liens, so long as the aggregate amount of obligations secured thereby at any time outstanding does not exceed the greater of (x) $160,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance; (l) (i) Liens on accounts receivable, other Receivables Facility Assets, or accounts into which collections or proceeds of Receivables Facility Assets are deposited, in each case arising in connection with a Permitted Receivables Financing permitted under Section 10.1(u) and (ii) Liens on Securitization Assets and related assets arising in connection with a Qualified Securitization Financing permitted under Section 10.1(u); (m) Permitted Encumbrances; and (n) the supplement, amendment, amendment and restatement, modification, replacement, refinancing, refunding, restructuring, extension or renewal of any Lien permitted by clause (e), clause (g) and clause (i) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such LienLien and accessions thereto or any proceeds or products thereof) or the Refinancing Indebtedness (without a change in any obligor, except to the extent otherwise permitted hereunder) of the Indebtedness or other obligations secured thereby (including any unused commitments), to the extent such Refinancing Indebtedness is permitted by Section 10.1; provided that in the case of any such supplement, amendment, amendment and secure only the same Indebtedness or obligations that such Liens securedrestatement, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, restructuring, extension or renewal or extension thereof of any Lien permitted by Section 10.1(j); clause (ig) [Reserved]; (j) Liens securing Indebtedness or other obligations and clause (i) of this Section 10.2, the Borrower requirements set forth in the proviso to clause (g) or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens clause (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may beapplicable, would shall have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationssatisfied.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of Holdings or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Other Indebtedness Obligations shall have entered into the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement Agreement, as applicable, and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement Agreement, as applicable, in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the ABL Intercreditor Agreement, the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement Agreement, as applicable, contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (x) the Obligations are equally and ratably secured with (or on a senior or super priority basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (yi) such Subject Lien is a Permitted Lien. (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted Any Lien created for the benefit of the Secured Parties pursuant to Section 10.1(f); provided 10.2(a)(iii) above shall provide by its terms that (x) such Liens attach concurrently with or within two hundred Lien shall be automatically and seventy (270) days after completion unconditionally be released and discharged upon the release and discharge of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only Subject Lien that gave rise to the assets obligation to so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens existing on the 2014 July Repricing Effective Date; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

Limitation on Liens. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Parent Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, that secures obligations under any Indebtedness, except: (a) Liens arising under (i) the Credit Documents Documents; (b) Liens securing the Obligations CF Facilities arising under CF Documents and (ii) Liens securing the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under by Section 10.1(aa), 10.1(bb) or 10.1(cc10.1(y); provided that, (A) in with respect to any such Liens on the case of Shared Receivables Collateral, at the time such Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveare created, the applicable Permitted Other holders of the Indebtedness Secured Parties secured thereby (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and with such obligations as Subordinated Lien Obligations (y) as defined in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party Intercreditor Agreement) or an Additional Receivables Intercreditor Agreement (it being understood that this condition as to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing the CF Facilities arising under the CF Documents was satisfied as a result of the receipt by the Administrative Agent of the Intercreditor Agreement); (c) Liens on the Junior Lien Notes Collateral securing Permitted Other Indebtedness Additional Debt permitted by clauses (k), (o), or (z) of Section 10.1 or Future Secured Debt Obligations (other than Future Secured Debt Obligations that do not constitute First Lien Obligations pursuant (as defined in the CF Agreement)); provided that, with respect to subclause (ii) aboveany such Liens on the Shared Receivables Collateral, at the time such Liens are incurred, the applicable Permitted Other holders of the Indebtedness Secured Parties secured thereby (or a representative thereof on behalf of such holders) shall enter have entered into security documents with terms and conditions not materially more restrictive to the Credit PartiesIntercreditor Agreement (or, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of Permitted Additional Debt, either the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party or an intercreditor agreement reasonably acceptable to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent providing that the Lien on the Shared Receivables Collateral securing such Indebtedness shall be authorized rank junior to execute and deliver the Lien on behalf of the Secured Parties Shared Receivables Collateral securing the First Obligations on a basis at least as substantially favorable to the Lenders as the basis on which the Lien on the Junior Lien Notes Collateral ranks junior to the Lien on the Shared Receivables Collateral securing the Obligations on the Original Closing Date pursuant to the Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aAgreement); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Sections 10.1(f) and Section 10.1(f10.1(m); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender, and (ii) Liens on the assets of a Restricted Subsidiary that is Subsidiaries which are not a Credit Party Borrowers securing Indebtedness of Restricted Subsidiaries that are not Borrowers permitted pursuant to Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Amendment No. 1 Effective DateDate (i) that were in existence on or prior to September 30, 2022 or (ii) that were in existence after September 30, 2022 and are listed on Schedule 10.2 and, in each case, any modifications, replacements, renewals, refinancings, or extensions thereof; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (ad) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereofLien) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted not prohibited hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) ), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date not prohibited hereby to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)) or other obligations not prohibited by this Agreement; provided provided, however, that such Liens may not extend to any other property or other assets owned by the Parent Borrower or any of its Restricted Subsidiaries (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or other than any replacements of such assets being acquired and (ii) attach at all times only to additions and accessions thereto, the same assets to which such Liens attached (proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited under this Agreement that is affixed require or incorporated into the include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property covered by to which such Lienrequirement would not have applied but for such acquisition), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition or Investment not prohibited hereby and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i1) [Reserved]Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or Investment not prohibited hereby to secure Indebtedness incurred pursuant to Section 10.1(k) in connection with such Permitted Acquisition or Investment not prohibited hereby and (2) Liens placed upon the assets of such Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary or a guarantee by such Restricted Subsidiary of any Indebtedness of the Parent Borrower or any other Restricted Subsidiary, incurred pursuant to Section 10.1(k), in each case, in an aggregate amount not to exceed the amount permitted by the proviso to subclause (y) of such Section 10.1(k); (j) Liens securing Indebtedness or other obligations (i) of the Parent Borrower or a Restricted Subsidiary in favor of a Credit Party Party, (ii) [reserved] and (iiiii) of any Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (ia) of a collecting collection bank arising under applicable law, including Section 4-210 of the Uniform Commercial Code UCC, or any comparable or successor provision, on items in the course of collection, ; (iib) attaching to pooling, commodity or securities trading accounts or other commodity or securities brokerage accounts incurred in the ordinary course of business; and or (iiic) in favor of a banking or other financial institution or entity, or electronic payment service provider, arising as a matter of law or under customary terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-offsetoff) and which are within the general parameters customary in the banking or finance industry or arising pursuant to such banking or financial institution’s general terms and conditions (including Liens in favor of deposit banks or securities intermediaries securing customary fees, expenses or charges in connection with the establishment, operation or maintenance of deposit accounts or securities accounts); (l) Liens (ia) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 not prohibited under this Agreement to be applied against the purchase price for such InvestmentInvestment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition not prohibited under this Agreement (including any letter of intent or purchase agreement with respect to such Investment or Disposition), and (iib) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted Disposition not prohibited under Section 10.4this Agreement, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseDisposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Parent Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (po) Liens that are contractual rights of set-off setoff, banker’s lien, netting agreements and other Liens (i) relating to the establishment of depository relations with banks not given deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of Indebtedness, including letters of credit, bank guarantees or other similar instruments, (ii) relating to pooled deposit or sweep accounts of the Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Borrower or any Restricted Subsidiary in the ordinary course of business; (qp) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted not prohibited hereunder; (rq) (i) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of businessthereto; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (ur) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed the greater of (i) $750,000,0001,500,000,000 and (ii) 15% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1provided that, provided that with respect to the extent any such Liens are contemplated to be on assets that constitute the Shared Receivables Collateral, at the time such Indebtedness is Liens are incurred, the holders of the Indebtedness secured thereby (or a representative thereof on behalf of such Indebtedness holders) shall have entered either into the Intercreditor Agreement or an intercreditor arrangements agreement reasonably satisfactory acceptable to the Administrative Collateral Agent providing that the Liens Lien on the Shared Receivables Collateral securing such Indebtedness shall rank junior to the Lien on the Shared Receivables Collateral securing the ObligationsObligations on a basis at least as substantially favorable to the Lenders as the basis on which the Lien on the Junior Lien Notes Collateral ranks junior to the Lien on the Shared Receivables Collateral securing the Obligations on the Original Closing Date pursuant to the Intercreditor Agreement); and (s) Liens on accounts receivable and related assets incurred in connection with a Permitted Receivables Financing.

Limitation on Liens. The Parent Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Parent Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, that secures obligations under any Indebtedness, except: (a) Liens arising under (i) the Credit Documents Documents; (b) Liens securing the Obligations CF Facilities arising under CF Documents and (ii) Liens securing the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under by Section 10.1(aa), 10.1(bb) or 10.1(cc10.1(y); provided that, (A) in with respect to any such Liens on the case of Shared Receivables Collateral, at the time such Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveare created, the applicable Permitted Other holders of the Indebtedness Secured Parties secured thereby (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and with such obligations as Subordinated Lien Obligations (y) as defined in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party Intercreditor Agreement) or an Additional Receivables Intercreditor Agreement (it being understood that this condition as to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing the CF Facilities arising under the CF Documents was satisfied as a result of the receipt by the Administrative Agent of the Intercreditor Agreement); (c) Liens on the Junior Lien Notes Collateral securing Permitted Other Indebtedness Additional Debt permitted by clauses (k), (o), or (z) of Section 10.1 or Future Secured Debt Obligations (other than Future Secured Debt Obligations that do not constitute First Lien Obligations pursuant (as defined in the CF Agreement)); provided that, with respect to subclause (ii) aboveany such Liens on the Shared Receivables Collateral, at the time such Liens are incurred, the applicable Permitted Other holders of the Indebtedness Secured Parties secured thereby (or a representative thereof on behalf of such holders) shall enter have entered into security documents with terms and conditions not materially more restrictive to the Credit PartiesIntercreditor Agreement (or, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of Permitted Additional Debt, either the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party or an intercreditor agreement reasonably acceptable to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent providing that the Lien on the Shared Receivables Collateral securing such Indebtedness shall be authorized rank junior to execute and deliver the Lien on behalf of the Secured Parties Shared Receivables Collateral securing the First Obligations on a basis at least as substantially favorable to the Lenders as the basis on which the Lien on the Junior Lien Notes Collateral ranks junior to the Lien on the Shared Receivables Collateral securing the Obligations on the Original Closing Date pursuant to the Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aAgreement); (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (e) (i) Liens securing Indebtedness permitted pursuant to Sections 10.1(f) and Section 10.1(f10.1(m); provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender, and (ii) Liens on the assets of a Restricted Subsidiary that is Subsidiaries which are not a Credit Party Borrowers securing Indebtedness of Restricted Subsidiaries that are not Borrowers permitted pursuant to Section 10.1(n), (p) or (x)10.1; (f) Liens existing on the 2014 July Repricing Third Restatement Effective DateDate (i) that were in existence on or prior to March 31, 2021 or (ii) that were in existence after March 31, 2021 and are listed on Schedule 10.2 and, in each case, any modifications, replacements, renewals, refinancings, or extensions thereof; (g) the modification, replacement, extension or renewal of any Lien permitted by clauses (ad) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereofLien) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted not prohibited hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) ), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date not prohibited hereby to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j)) or other obligations not prohibited by this Agreement; provided provided, however, that such Liens may not extend to any other property or other assets owned by the Parent Borrower or any of its Restricted Subsidiaries (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or other than any replacements of such assets being acquired and (ii) attach at all times only to additions and accessions thereto, the same assets to which such Liens attached (proceeds or products thereof and other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are not prohibited under this Agreement that is affixed require or incorporated into the include, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property covered by to which such Lienrequirement would not have applied but for such acquisition), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition or Investment not prohibited hereby and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i1) [Reserved]Liens placed upon the Stock and Stock Equivalents of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or Investment not prohibited hereby to secure Indebtedness incurred pursuant to Section 10.1(k) in connection with such Permitted Acquisition or Investment not prohibited hereby and (2) Liens placed upon the assets of such Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary or a guarantee by such Restricted Subsidiary of any Indebtedness of the Parent Borrower or any other Restricted Subsidiary, incurred pursuant to Section 10.1(k), in each case, in an aggregate amount not to exceed the amount permitted by the proviso to subclause (y) of such Section 10.1(k); (j) Liens securing Indebtedness or other obligations (i) of the Parent Borrower or a Restricted Subsidiary in favor of a Credit Party Party, (ii) [reserved] and (iiiii) of any Restricted Subsidiary that is not a Credit Party or a 1993 Indenture Restricted Subsidiary in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (ia) of a collecting collection bank arising under applicable law, including Section 4-210 of the Uniform Commercial Code UCC, or any comparable or successor provision, on items in the course of collection, ; (iib) attaching to pooling, commodity or securities trading accounts or other commodity or securities brokerage accounts incurred in the ordinary course of business; and or (iiic) in favor of a banking or other financial institution or entity, or electronic payment service provider, arising as a matter of law or under customary terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-offsetoff) and which are within the general parameters customary in the banking or finance industry or arising pursuant to such banking or financial institution’s general terms and conditions (including Liens in favor of deposit banks or securities intermediaries securing customary fees, expenses or charges in connection with the establishment, operation or maintenance of deposit accounts or securities accounts); (l) Liens (ia) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.5 not prohibited under this Agreement to be applied against the purchase price for such InvestmentInvestment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition not prohibited under this Agreement (including any letter of intent or purchase agreement with respect to such Investment or Disposition), and (iib) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted Disposition not prohibited under Section 10.4this Agreement, in each case, solely to the extent such Investment or sale, disposition, transfer or leaseDisposition, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Parent Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (po) Liens that are contractual rights of set-off setoff, banker’s lien, netting agreements and other Liens (i) relating to the establishment of depository relations with banks not given deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of Indebtedness, including letters of credit, bank guarantees or other similar instruments, (ii) relating to pooled deposit or sweep accounts of the Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Borrower or any Restricted Subsidiary in the ordinary course of business; (qp) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted not prohibited hereunder; (ri) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of businessthereto; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (ur) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed the greater of (i) $750,000,0001,500,000,000 and (ii) 15% of Consolidated EBITDA for the most recent Test Period for which Section 9.1 Financials have been delivered; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1provided that, provided that with respect to the extent any such Liens are contemplated to be on assets that constitute the Shared Receivables Collateral, at the time such Indebtedness is Liens are incurred, the holders of the Indebtedness secured thereby (or a representative thereof on behalf of such Indebtedness holders) shall have entered either into the Intercreditor Agreement or an intercreditor arrangements agreement reasonably satisfactory acceptable to the Administrative Collateral Agent providing that the Liens Lien on the Shared Receivables Collateral securing such Indebtedness shall rank junior to the Lien on the Shared Receivables Collateral securing the ObligationsObligations on a basis at least as substantially favorable to the Lenders as the basis on which the Lien on the Junior Lien Notes Collateral ranks junior to the Lien on the Shared Receivables Collateral securing the Obligations on the Original Closing Date pursuant to the Intercreditor Agreement); and (s) Liens on accounts receivable and related assets incurred in connection with a Permitted Receivables Financing.

Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and (ii) the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc); provided that, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(a)Documents; (b) [Reserved]; (c) [Reserved]; (d) Permitted Liens; (ec) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f); , provided that (x) such Liens attach concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the such property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2y) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender lender, and (ii) Liens on the assets of a Restricted Subsidiary Subsidiaries that is are not a Credit Party Guarantors securing Indebtedness permitted pursuant to Section 10.1(n), ) and (p) or (x); (fd) Liens existing on the 2014 July Repricing Effective Datedate hereof and listed on Schedule 10.2; (ge) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (fd) above and clause (hf) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-other than after acquired property that is affixed or incorporated into the property covered by such Lien or any financed by Indebtedness permitted under Section 10.1 and proceeds or and products thereof) theretofore subject to such Lien or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or renewal is permitted by Section 10.1; (hf) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) ), or existing on assets acquired, pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); ) or other obligations permitted by this Agreement, provided that such Liens (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which that such Liens attached (and after-other than after acquired property that is affixed or incorporated into the property covered by such Lien)Lien or financed by Indebtedness permitted under Section 10.1 and proceeds and products thereof) attached to, and secure only the same Indebtedness or obligations (or any modifications, refinancings, extensions, renewals, refundings or replacements of such Indebtedness permitted by Section 10.1) that such Liens secured, immediately prior to such Permitted Acquisition or other Investment, as applicable; (g) (i) Liens placed upon the Stock and Stock Equivalents of any modificationRestricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 10.1(k) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary to secure a guarantee by, replacementor Indebtedness of, refinancing, refunding, renewal such Restricted Subsidiary of any Indebtedness of the Borrower or extension thereof permitted by any other Restricted Subsidiary incurred pursuant to Section 10.1(j10.1(k); (i) [Reserved]; (jh) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of the Borrower or any Subsidiary that is a Credit Party Guarantor and (ii) Liens securing Indebtedness or other obligations of any Restricted Subsidiary that is not a Credit Party Guarantor in favor of any Restricted Subsidiary that is not a Credit PartyGuarantor; (ki) Liens (i) of a collecting 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 commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off)) and which are within the general parameters customary in the banking industry; (lj) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section Sections 10.5 to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (mk) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (nl) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (om) 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; (pn) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (qo) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (rp) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of businessthereto; (sq) subject to the terms of the Intercreditor Agreement, Liens on specific items of inventory or other goods and securing obligations under 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;Revolving Loan Credit Agreement; and (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (ur) additional Liens so long as the aggregate principal amount of the obligations so secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, 25,000,000 at the any time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationsoutstanding.

Limitation on Liens. (a) The Borrower will not, and will not permit any of the its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquiredacquired (each, a “Subject Lien”) that secures obligations under any Indebtedness on any asset or property of the Borrower or any Restricted Subsidiary, except: (a) Liens arising under (i) the Credit Documents securing the Obligations and if such Subject Lien is a Permitted Lien; (ii) any other Subject Lien if the Permitted Other Indebtedness Documents securing Permitted Other Indebtedness Obligations permitted obligations secured by such Subject Lien are junior to be incurred under Section 10.1(aa), 10.1(bb) or 10.1(cc)the Obligations; provided thatthat at the Borrower’s election, (A) in the case of Liens securing Permitted Other Indebtedness Obligations that constitute First Lien Obligations pursuant to subclause (ii) aboveany such obligations, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and (x) in the case of the first such issuance of Permitted Other Indebtedness constituting First Lien Obligations, the Collateral Agent, the Administrative Agent and the representative for the holders of such Permitted Other Indebtedness Obligations shall have entered into the First Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness constituting First Lien Obligations, the representative for the holders of such Permitted Other Indebtedness Obligations shall have become a party to the First Lien Intercreditor Agreement in accordance with the terms thereof and (B) in the case of Liens securing Permitted Other Indebtedness Obligations that do not constitute First Lien Obligations pursuant to subclause (ii) above, the applicable Permitted Other Indebtedness Secured Parties (or a representative thereof on behalf of such holders) shall enter into security documents with terms and conditions not materially more restrictive to the Credit Parties, taken as a whole, than the terms and conditions of the Security Documents and shall (x) in the case of the first such issuance of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the Collateral Agent, the Administrative Agent and the representative of the holders of such Permitted Notes Obligations obligations shall have entered into the Second Lien Intercreditor Agreement and (y) in the case of subsequent issuances of Permitted Other Indebtedness that do not constitute First Lien ObligationsIndebtedness, the representative for the holders of such Permitted Other Indebtedness obligations shall have become a party to the Second Lien Intercreditor Agreement in accordance with the terms thereof; and without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement contemplated by this Section 10.2(aclause (ii);; and (iii) in the case of any Subject Lien on assets or property not constituting Collateral, any Subject Lien if (A) the Obligations are equally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures any Junior Debt) the obligations secured by such Subject Lien or (B) such Subject Lien is a Permitted Lien. (b) [Reserved]; Any Lien created for the benefit of the Secured Parties pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally be released and discharged upon the release and discharge of the Subject Lien that gave rise to the obligation to so secure the Obligations. For purposes of determining compliance with this covenant, in the event that a proposed Lien (cor a portion thereof) [Reserved]; (d) Permitted Liens; (e) meets the criteria of this clauses (i) Liens securing Indebtedness permitted through (iii) above and/or is entitled to be incurred pursuant to Section 10.1(f); provided that (x) such Liens attach concurrently with one or within two hundred and seventy (270) days after completion more of the acquisitionexceptions contained in the definition of Permitted Liens, construction, repair, replacement the Borrower will be entitled to classify or improvement later reclassify (as applicable) of the property subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender and (ii) Liens based on the assets of a Restricted Subsidiary that is not a Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p) or (x); (f) Liens circumstances existing on the 2014 July Repricing Effective Date; (gdate of such reclassification) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by such Lien or any proceeds or products portion thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent among such replacement, extension or renewal is permitted by Section 10.1; (h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens clauses (i) are not created or incurred in connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j); (i) [Reserved]; (j) Liens securing Indebtedness or other obligations (i) of the Borrower or a Restricted Subsidiary in favor of a Credit Party and (ii) of any Restricted Subsidiary that is not a Credit Party in favor of any Restricted Subsidiary that is not a Credit Party; (k) Liens (i) of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and through (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off); (l) Liens (i) on cash advances in favor above and/or one or more of the seller exceptions contained in the definition of any property to be acquired in an Investment permitted pursuant to Section 10.5 to be applied against the purchase price for such Investment“Permitted Liens”, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such Investment or sale, disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation of such Lien; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by manner that otherwise complies with this Agreement; (n) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 10.5; (o) 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; (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto incurred in the ordinary course of business; (s) Liens on specific items of inventory or other goods 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; (t) Liens on assets not constituting Collateral securing letters of credit issued on behalf of any Subsidiary that is not a Credit Party in a currency other than Dollars permitted by Section 10.1(c) in an aggregate amount at any time outstanding not to exceed $25,000,000; (u) additional Liens so long as the aggregate principal amount of the obligations secured thereby at any time outstanding does not exceed $750,000,000; and (v) additional Liens securing Indebtedness permitted under the first paragraph of Section 10.1, provided that to the extent such Liens are contemplated to be on assets that constitute Collateral, at the time such Indebtedness is incurred, the holders of such Indebtedness shall have entered into intercreditor arrangements reasonably satisfactory to the Administrative Agent providing that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligationscovenant.