OR ON ANY INCOME OR REVENUES OR RIGHTS IN
RESPECT OF ANY THEREOF, EXCEPT:
(I) PERMITTED LIENS;
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(II) LIENS CREATED UNDER THE LOAN DOCUMENTS;
(III) LIENS CREATED UNDER OR PURSUANT TO THE REVOLVING FACILITY DOCUMENTS
SECURING INDEBTEDNESS PERMITTED UNDER SECTION 6.01(F), PROVIDED THAT ANY SUCH
LIENS ON THE COLLATERAL AND RIGHTS AND REMEDIES WITH RESPECT THERETO ARE AT ALL
TIMES SUBJECT TO THE INTERCREDITOR AGREEMENT (OR A SUCCESSOR INTERCREDITOR
AGREEMENT HAVING THE SAME TERMS AS THE INTERCREDITOR AGREEMENT OR SUCH OTHER
TERMS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT);
(IV) LIENS EXISTING AS OF THE CLOSING DATE THAT ARE NOT DISCHARGED ON THE
FUNDING DATE AND THAT ARE LISTED ON SCHEDULE 6.02(A)(IV), PROVIDED THAT (A) SUCH
LIENS SHALL APPLY ONLY TO THE PROPERTY OR ASSETS TO WHICH THEY APPLY ON THE
CLOSING DATE AND (B) SUCH LIENS SHALL SECURE ONLY (X) THOSE OBLIGATIONS THAT
THEY SECURED ON THE CLOSING DATE AND (Y) REFINANCINGS OF SUCH SECURED
OBLIGATIONS PERMITTED HEREUNDER SO LONG AS THE PRINCIPAL AMOUNT OF OBLIGATIONS
SECURED UNDER THIS CLAUSE (IV) DOES NOT EXCEED THE SUM OF THE PRINCIPAL AMOUNT
OF SUCH SECURED OBLIGATIONS BEING REFINANCED PLUS THE AMOUNT OF ANY PREMIUM
REQUIRED TO BE PAID THEREON AS A RESULT OF, AND ANY INTEREST, FEES AND COSTS
INCURRED IN, SUCH REFINANCING;
(V) LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.01(H), PROVIDED THAT ANY
SUCH LIEN SHALL APPLY ONLY TO THE PROPERTY THAT IS THE SUBJECT OF SUCH
INDEBTEDNESS AND, IF SUCH INDEBTEDNESS WAS INCURRED TO FINANCE THE ACQUISITION,
IMPROVEMENT, REPAIR OR CONSTRUCTION OF SUCH PROPERTY, THE PRINCIPAL AMOUNT OF
INDEBTEDNESS SECURED BY ANY SUCH LIEN SHALL AT NO TIME EXCEED 100% OF THE FAIR
MARKET VALUE (AS DETERMINED IN GOOD FAITH BY THE BORROWER OR A SUBSIDIARY, AS
APPLICABLE) OF THE SUCH PROPERTY AT THE TIME IT WAS SO ACQUIRED, IMPROVED,
REPAIRED OR CONSTRUCTED;
(VI) LIENS SECURING INDEBTEDNESS PERMITTED BY SECTION 6.01(I), PROVIDED THAT
SUCH LIENS ATTACH ONLY TO INSURANCE POLICIES AND PROCEEDS THEREOF;
(VII) LIENS SECURING INDEBTEDNESS CONSTITUTING MORTGAGE OR PURCHASE MONEY
FINANCINGS, CAPITAL LEASE OBLIGATIONS, INDUSTRIAL REVENUE BONDS OR SIMILAR
FINANCINGS ASSUMED OR INCURRED PURSUANT TO SECTION 6.01(J) IN CONNECTION WITH
ANY ACQUISITION PERMITTED HEREUNDER, PROVIDED THAT (A) SUCH LIENS ATTACH ONLY TO
PROPERTY OR ASSETS ACQUIRED IN CONNECTION WITH SUCH ACQUISITION, (B) SUCH LIENS
WERE NOT CREATED IN CONTEMPLATION OF SUCH ACQUISITION AND (C) SUCH LIENS SHALL
SECURE ONLY THOSE OBLIGATIONS THAT THEY SECURE AT THE TIME OF SUCH ACQUISITION
AND PERMITTED REFINANCING INDEBTEDNESS IN RESPECT THEREOF;
(VIII) LIENS ON PROPERTY OR ASSETS OWNED BY FOREIGN SUBSIDIARIES SECURING
INDEBTEDNESS PERMITTED UNDER SECTION 6.01(E) AND LIENS ON PROPERTY OR ASSETS
OWNED BY SMURFIT-STONE PUERTO RICO AND SECURING INDEBTEDNESS PERMITTED UNDER
SECTION 6.01(O);
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(IX) LIENS CREATED UNDER ANY AGREEMENT RELATING TO THE SALE, TRANSFER OR OTHER
DISPOSITION OF ASSETS PERMITTED HEREUNDER, PROVIDED THAT SUCH LIENS RELATE
SOLELY TO THE ASSETS TO BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED;
(X) ANY LIEN CONSISTING OF A LEASE OF PERSONAL PROPERTY OF SUCH PERSON TO
CUSTOMERS OF SUCH PERSON, IF