Common use of Liens Clause in Contracts

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided ; PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary; (cd) Liens for taxes taxes, fees, assessments or other governmental charges not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 100% of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction real property, improvements or improvement, including carrying costs equipment at the time of such acquisition (but no other amounts), provided that any or construction) and (iv) such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (ij) Liens on arising out of judgments or awards in respect of which Holdings, the property Borrower or assets any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; PROVIDED that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any Subsidiary in favor of the Borrower; (jproperty subject to such Liens) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that does not exceed $7,500,000 at any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedtime outstanding; (k) any Lien Liens on assets of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or dispositionForeign Subsidiaries; provided that (i) such sale Liens do not extend to, or disposition is otherwise permitted hereunderencumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h); (l) Liens arising on investments made by Melody in connection with any Permitted Receivables Program (to the extent the sale by the Borrower Melody Loan Arbitrage Facility or the applicable Subsidiary of its accounts receivable is deemed Melody Mortgage Warehousing Facility to give rise to a Lien in favor of secure Indebtedness under the purchaser thereof in Melody Loan Arbitrage Facility, if such accounts receivable or investments were acquired by Melody with the proceeds thereof); andof such Indebtedness; (m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to secure Indebtedness if, immediately after the grant thereof, Melody Mortgage Warehousing Facility; (n) any Lien existing on any property or asset of any person that exists at the aggregate amount of all Indebtedness time such person becomes a Subsidiary and that secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h6.01(i), does not exceed the greater of ; PROVIDED that (i) $750,000,000 such Lien was not created in contemplation of or in connection with such acquisition and (ii) 15% such Lien does not apply to any property or assets of Consolidated Net Tangible Assets the Borrower or any other Subsidiary; (o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as shown to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and (p) other Liens in respect of obligations (other than Indebtedness) on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beproperty with a fair market value not in excess of $2,000,000.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.2; and provided further provided, that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and any extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.3; (de) carriers’, landlords’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.3; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesSubsidiaries as currently operated; (hi) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided, that (i) such security interests secure Indebtedness permitted by Section 6.1, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or construction), and (iii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary (it being agreed that transactions with the same vendor or any Affiliate of such vendor may be cross-collateralized); (j) Liens upon arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided, that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property acquiredsubject to such Liens) does not exceed $10,000,000 at any time outstanding; (k) any interest or title of a licensor, constructed lessor or improved sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary; (l) licenses, leases or subleases granted by the Borrower or any Subsidiary which are created or incurred within 360 days to third persons in the ordinary course of such acquisition, construction or improvement to secure or provide for business not interfering in any material respect with the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property business of the Borrower or any Subsidiary; (m) Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (n) restrictions imposed in the ordinary course of business on the sale or distribution of designated inventory pursuant to agreements with customers under which such inventory is consigned by the customer or such inventory is designated for sale to one or more customers; (i) Liens on the property or assets of any a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness permitted to be incurred by such Foreign Subsidiary pursuant to Section 6.1(m) and (ii) other Liens on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness by such Foreign Subsidiary not, in favor the case of the Borrowerthis clause (ii), in excess of $1,000,000; (jp) extensions, renewals and replacements any interest of a lessor under Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered arising from precautionary UCC financing statement filings regarding leases entered into by the Lien extended, renewed Borrower or replaced and that any of its Subsidiaries in the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount ordinary course of the obligations secured by the Lien extended, renewed or replacedbusiness; (kq) any Lien Liens arising out of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or disposition any of such securities pending its Subsidiaries in the closing ordinary course of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderbusiness; (lr) Liens deemed to exist in connection with investments in repurchase agreements permitted under this Agreement; (s) Liens that are contractual or statutory setoff rights arising in the ordinary course of business with financial institutions, relating to pooled deposit accounts or sweep accounts of Holdings and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or relating to purchase orders or other agreements entered into with customers of Holdings or any of its Subsidiaries in the ordinary course of business; (t) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits by the Borrower or any of its Subsidiaries in connection with any Permitted Receivables Program (to the extent the sale by the Borrower letter of intent or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof)purchase agreement permitted under this Agreement; and (mu) other Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 assets of the Borrower or 6.04(aany Domestic Subsidiary that do not, individually or in the aggregate, secure obligations (or encumber property with a fair market value) or (b), as the case may bein excess of $50,000,000 at any one time.

Liens. Create, incur, assume or permit suffer to exist any Lien against or on any property or assets (including stock or other securities of any person, including any Subsidiary) Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided thatSubsidiaries, in the case or permit any of the BorrowerSubsidiaries so to do, except any such Lien securing Indebtedness for borrowed money in excess one or more of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph the following types of Liens: (a) Liens in connection with workers’ compensation, unemployment insurance or other social security obligations (which phrase shall secure only those not be construed to refer to ERISA or the minimum funding obligations which they secure on under Section 412 of the date hereof; Internal Revenue Code), (b) any Lien existing on any property Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, or asset prior to qualify to do business, maintain insurance or obtain other benefits, in each such case arising in the acquisition thereof by the Borrower or any Subsidiaryordinary course of business, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) mechanics’, workmen’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s landlords’ or other like Liens arising in the ordinary course of business and securing with respect to obligations that which are not due and payable or which are being contested in compliance with good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required under Section 6.03; 7.2, (e) pledges easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imperfections and deposits made restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially impair its use for the operation of the business of the Borrower or such Subsidiary, (f) Liens on Property of the Subsidiaries under capital leases and Liens on Property (including on the capital stock or other equity interests) of the Subsidiaries acquired (whether as a result of purchase, capital lease, merger or other acquisition) and either existing on such Property when acquired, or created contemporaneously with or within 12 months of such acquisition to secure the payment or financing of the purchase price of such Property (including the construction, development, substantial repair, alteration or improvement thereof), and any renewals thereof; provided that such Liens attach only to the Property so purchased or acquired (including any such construction, development, substantial repair, alteration or improvement thereof); provided further that the Indebtedness secured by such Liens is not otherwise prohibited hereunder, (g) statutory Liens in favor of lessors arising in connection with Property leased to the Borrower or any of the Subsidiaries, (h) Liens of attachments, judgments or awards against the Borrower or any of the Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution or bond shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the books of the Borrower or such Subsidiary, (i) Liens securing Indebtedness of a Subsidiary to the Borrower or another Subsidiary, (j) Liens (other than Liens permitted by any of the foregoing clauses) arising in the ordinary course of its business in compliance with workmen’s compensation, unemployment insurance which do not secure Indebtedness and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichdo not, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its Subsidiaries; , taken as a whole, (hk) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensionsUnited States of America, renewals and replacements of Liens referred or any state thereof, to in paragraphs (a) through (i) of this Section 7.01secure partial, provided that any such extensionprogress, renewal advance or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed other payments pursuant to an agreement entered into for the sale any contract or disposition provisions of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; any statute, and (l) additional Liens arising in connection with any Permitted Receivables Program (to the extent the sale by securing Indebtedness of the Borrower or and the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien Subsidiaries in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the an aggregate outstanding Consolidated principal amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) exceeding 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beAssets.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Parent Borrower or any of its and the Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02(a); and provided further PROVIDED that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any SubsidiarySubsidiary pursuant to a Permitted Acquisition, provided PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply or extend to any other property or assets of the any Borrower or any Subsidiary; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03;5.03 or Liens for unpaid local or state taxes that are not in the aggregate material. (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03the aggregate material; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrowers and the Subsidiaries taken as a whole; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by any Borrower or any Subsidiary; PROVIDED that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days cost and the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the any Borrower or any Subsidiary; (ij) Liens on the any Lien securing Indebtedness permitted by Section 6.01(g), PROVIDED that such Lien does not apply or extend to any other assets or property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that Borrower or any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedSubsidiary; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed an asset sold pursuant to an agreement entered into for the a sale or disposition of such securities pending the closing of such sale or disposition; provided and leaseback transaction permitted by Section 6.03, PROVIDED that such sale Lien does not apply or disposition is otherwise permitted hereunderextend to any other assets or property of any Borrower or any Subsidiary; (l) any Lien securing Indebtedness permitted by 6.01(i), PROVIDED that such Indebtedness is subordinated and evidenced by a note pledged in accordance with Section 6.01(i); (m) Liens arising on accounts receivables and related assets financed in connection with any Permitted Receivables Program Financing; (n) Liens securing Refinancing Indebtedness, to the extent that the sale by the Indebtedness being refinanced was originally permitted to be secured pursuant to this Section 6.02, PROVIDED that any such Lien does not apply or extend to any property or assets of any Borrower or any Subsidiary other than property or assets subject to the applicable Liens securing the Indebtedness being refinanced; (o) bankers' liens and Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business consistent with past practices in connection with title insurance, purchase agreements, judgment liens (if released, bonded or stayed within 60 days) and leases and subleases; (p) prejudgment liens in respect of property of a Foreign Subsidiary of its accounts receivable that is deemed to give rise to incurred in connection with a Lien in favor claim or action against such Foreign Subsidiary before a court or tribunal outside of the purchaser thereof United States, PROVIDED that such liens do not, individually or in the aggregate, have a Material Adverse Effect; (q) Liens on the assets of the Insurance Subsidiaries securing self insurance and reinsurance obligations and letters of credit or bonds issued in support of such accounts receivable or self insurance and reinsurance obligations, PROVIDED that the proceeds thereof)assets subject to such Liens shall only be assets of the Insurance Subsidiaries; and (mr) Liens deposits made prior to 1992 plus interest and income earned thereon to secure Indebtedness if, immediately after the grant thereof, the aggregate amount Parent Borrower's obligations in respect of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount its Public Issue of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 157.5% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beDual Currency Swiss Franc Bonds dated 1986 and due 1998/2001.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower or another Subsidiary of the Borrower; (j) Liens constituting bankers’ liens on moneys of the Borrower or a Subsidiary deposited in the ordinary course of business; (k) Liens on cash collateral deposited in accordance with the terms of this Agreement; (l) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (ik) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (km) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (ln) Liens arising in connection with (x) sales of accounts receivable in the ordinary course of business and (y) any Permitted Receivables Program (in each case to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (mo) Liens to secure Indebtedness or other obligations if, immediately after the grant thereof, the aggregate amount of all Indebtedness and other obligations secured by Liens that would not be permitted but for this clause (mo), when aggregated with the amount of Indebtedness permitted by Section 7.04(h) (but without duplication if such Liens secure such Indebtedness), does not exceed the greater of (i) $750,000,000 1,000,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired acquired, created, developed or invented by it or on any income or revenues or rights in respect of any thereof, except:except (collectively, “Permitted Liens”): (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Closing Date and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, refinancing, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any extensions, refinancing, renewals and replacements thereof permitted hereunder; (cd) Liens for taxes Taxes not yet past due delinquent or which that are being contested in compliance with Section 6.035.03; (de) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods in the ordinary course of business; (f) Liens on insurance policies and the proceeds thereof in favor of the provider of such policies securing the financing of the premiums with respect thereto; (g) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable delinquent for a period of more than 30 days or which are being contested in compliance with Section 6.035.03; (eh) Liens incurred and pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance, general liability, property insurance and other social security laws or regulations; (fi) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gj) zoning restrictions, easements, rights-of-way, restrictions on use of real property property, minor defects or irregularities in title and other similar charges or encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or do not interfere in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (k) Liens securing Indebtedness to finance the acquisition, construction or improvement of any fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (l) Liens securing reimbursement obligations in respect of documentary letters of credit or bankers’ acceptances in the ordinary conduct course of business, provided that such Liens attach only to the documents and goods covered thereby and proceeds thereof; (m) leases, subleases, licenses or sublicenses (but only including non-exclusive licenses of Intellectual Property) granted to other Persons in the ordinary course of business of the Borrower or its Subsidiaries; (n) any interest of title of a lessor under any lease entered into by the Borrower or any other Subsidiary as tenant in the ordinary course of business and covering only the assets so leased; (o) judgment Liens securing judgments not constituting an Event of Default under Section 7.01(i); (p) zoning, building codes and other land use laws, regulations and ordinances regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority having jurisdiction over such real property which are not violated by the current use or occupancy of such real property or the operation of the business of the Borrower or any of its the Subsidiaries, any violation of which could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; (hq) Liens upon any property acquiredarising out of conditional sale, constructed title retention, consignment or improved similar arrangements for the sale or purchase of goods entered into by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price Subsidiaries in the ordinary course of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise business permitted hereunder; (lr) Liens arising solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of the Subsidiaries in connection with any Permitted Receivables Program letter of intent or purchase agreement permitted hereunder; (to the extent the sale by the s) Liens on property rented to, or leased by, Borrower or the applicable Subsidiary any of its accounts receivable is deemed to give rise Subsidiaries pursuant to a Lien Sale and Leaseback Transaction; provided that (i) such Sale and Leaseback Transaction is permitted by Section 6.03, (ii) such Liens do not encumber any other property of Borrower or its Subsidiaries and (iii) such Liens secure only the Attributable Indebtedness incurred in favor of the purchaser thereof in connection with such accounts receivable or the proceeds thereof)Sale and Leaseback Transaction; and (mt) other Liens securing liabilities hereunder in an aggregate principal amount not to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be10,000,000 at any time outstanding.

Liens. Create, incur, assume assume, or permit to exist exist, directly or indirectly, any Lien on or with respect to any property or assets (including stock or other securities of its Assets, of any personkind, including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on any income or revenues or rights in respect of any thereofprofits therefrom, except: (a) Liens on property or assets of granted by the Borrower or any of its Subsidiaries existing on Loan Parties to the date hereof provided that, Agent in order to secure the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofObligations; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryPermitted Liens; (c) Liens for taxes in existence on the Closing Date and described in Schedule 6.2 hereof; provided that such Lien shall secure only those obligations that it secures on the Closing Date and extensions, renewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals, replacements and refinancings does not yet past due exceed the principal amount of the obligations being extended, renewed, replaced or which refinanced or, in the case of any such obligations constituting Debt, that are being contested permitted under Section 6.1(i) as Refinancing Debt in compliance with Section 6.03respect of Debt described on Schedule 6.1; (d) carriers’any interest or title of a lessor under any lease entered into by a Loan Party or any Subsidiary in its capacity as lessee, warehousemen’stenant or subtenant in the ordinary course of its business; (e) leases or subleases, mechanics’licenses or sublicenses granted to other Persons not materially interfering with the conduct of the business of the Borrower or any Subsidiaries; (f) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto or on funds received from insurance companies on account of third party claims handlers and managers; (g) purported Liens evidenced by the filing of precautionary UCC financing statements (i) relating solely to operating leases of personal property entered into the ordinary course of business and (ii) covering assets sold or contributed to any Person not prohibited hereunder; (h) Liens granted by any Loan Party or any of its Subsidiaries, materialmen’sin each case, repairmenthat is a general partner, manager or member of a Fund to secure any indebtedness incurred by such Fund that is secured by the capital commitments of such Fund and/or the right of such Loan Party or Subsidiary, as applicable, to call capital commitments to such Fund, together with related assets as applicable; (i) [reserved]; (j) Liens granted by (i) any Loan Party in favor of any other Loan Party, (ii) any Subsidiary that is not a Loan Party in favor of any Loan Party and (iii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary that is not Loan Party; provided, that if the Lien permitted by this clause (j) is on Assets constituting Collateral, such Lien shall be shall be subject to an intercreditor agreement reasonably satisfactory to the Agent; (k) easements, rights of way, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations in respect of Debt or (ii) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business, and are not violated by any such use; (l) Liens in favor of any escrow agent solely on and in respect of any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Loan Party or any Subsidiary in connection with any letter of intent or purchase agreement (to the extent that the acquisition or Disposition with respect thereto is otherwise permitted hereunder); (m) Liens encumbering customary deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts and other like deposit or brokerage accounts and related assets incurred in the ordinary course of business, and customary Liens arising on cash and Cash Equivalents securing Hedging Agreements entered into in the ordinary course of business as permitted hereby; (n) Liens deemed to exist as a matter of law in connection with permitted repurchase obligations or setoff rights; (o) Liens in favor of collecting banks arising under Section 4-210 of the UCC; (p) 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; (q) Liens securing Debt incurred pursuant to Section 6.1(q); provided, any such Lien shall encumber only the Asset acquired or leased, as applicable, in connection with the incurrence of such Debt and proceeds thereof; (r) other Liens securing Debt or other obligations in an aggregate principal amount outstanding at any time not in excess of $10,000,000; (s) other Liens on assets of Subsidiaries that are not due and payable Loan Parties securing Debt or which other obligations of Subsidiaries that are being contested in compliance with not Loan Parties permitted, as applicable, by Section 6.036.1; (et) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits Liens incurred to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases)tenders, statutory obligations, surety and appeal bonds, advance payment bondsbids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any part portion of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens Collateral on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds account thereof); and (mu) Liens to secure Indebtedness ifexisting on property at the time of its acquisition or existing on the property (including capital stock) of any Person at the time such Person becomes a Subsidiary, immediately in each case after the grant thereofClosing Date; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the aggregate amount proceeds or products thereof and other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder and require, pursuant to their terms at such time, a pledge of all Indebtedness secured by Liens after-acquired property, it being understood that would such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for this clause (msuch acquisition), when aggregated with and (iii) if applicable, the amount of Indebtedness Debt secured thereby is permitted by under Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be6.1.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided thatexcept, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be 5,000,000 that is not set forth in Schedule 7.01; and 6.01, provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.016.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h6.04(h), does not exceed the greater of (i) $750,000,000 100,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 3.05 or 6.04(a5.04(a) or (b), as the case may be.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, ; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition acquisition, and (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary; (cd) Liens for taxes taxes, fees, assessments or other governmental charges not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 100% of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction real property, improvements or improvement, including carrying costs equipment at the time of such acquisition (but no other amounts), provided that any or construction) and (iv) such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (ij) Liens on arising out of judgments or awards in respect of which Holdings, the property Borrower or assets any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any Subsidiary in favor of the Borrower; (jproperty subject to such Liens) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that does not exceed $7,500,000 at any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedtime outstanding; (k) any Lien Liens on assets of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or dispositionForeign Subsidiaries; provided that (i) such sale Liens do not extend to, or disposition is otherwise permitted hereunderencumber, assets which constitute Collateral or the Equity Interests of the Borrower or any of the Subsidiaries, and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(h); (l) Liens arising on investments made by Melody in connection with any Permitted Receivables Program (to the extent the sale by the Borrower Melody Loan Arbitrage Facility or the applicable Subsidiary of its accounts receivable is deemed Melody Mortgage Warehousing Facility to give rise to a Lien in favor of secure Indebtedness under the purchaser thereof in Melody Loan Arbitrage Facility, if such accounts receivable or investments were acquired by Melody with the proceeds thereof); andof such Indebtedness; (m) Liens on commercial mortgage loans originated and owned by Melody or any Mortgage Banking Subsidiary pursuant to secure Indebtedness if, immediately after the grant thereof, Melody Mortgage Warehousing Facility; (n) any Lien existing on any property or asset of any person that exists at the aggregate amount of all Indebtedness time such person becomes a Subsidiary and that secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h6.01(i), does not exceed the greater of ; provided that (i) $750,000,000 such Lien was not created in contemplation of or in connection with such acquisition and (ii) 15% such Lien does not apply to any property or assets of Consolidated Net Tangible Assets the Borrower or any other Subsidiary; (o) Liens arising solely by virtue of any statutory or common law provision relating to bankers' liens, rights of set-off or similar rights and remedies as shown to deposit accounts or other funds maintained with a creditor depository institution; provided, that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to such depository institution; and (p) other Liens in respect of obligations (other than Indebtedness) on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beproperty with a fair market value not in excess of $2,000,000.

Liens. CreateNo Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptother than the following: (a) Permitted Encumbrances; (b) Liens existing on the Second Amendment Effective Date and listed on Schedule 6.02 and any renewals or extensions thereof, provided that the property covered thereby is not increased (except as contemplated thereby) and any renewal or extension of the obligations secured or benefited thereby constitutes Permitted Refinancing Indebtedness; (c) purchase money Liens upon or in real property or assets of Equipment acquired or held by the U.S. Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition or improvement of any such property to be subject to such Liens and any Permitted Refinancing Indebtedness in respect thereof, or Liens existing on any such property at the date hereof provided thattime of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price) and any Permitted Refinancing Indebtedness in respect thereof; provided, in however, that no such Lien shall extend to or cover any property other than the case property being acquired or improved; and provided, further, that the aggregate principal amount of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all secured by Liens permitted by this paragraph (aSection 6.02(c) shall secure only those obligations which they secure on not exceed the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with amount permitted under Section 6.036.01(g); (d) carriers’Liens consisting of assignments, warehousemen’spledges or deposits securing the performance of, mechanics’or payment in respect of, materialmen’s, repairmen’s or other like Liens the customs duties owed to customs and revenue authorities arising in the ordinary course of business and as a matter of law in connection with the importation of goods, or securing obligations that are not due and payable guarantees, standby letters of credit, performance bonds or which are being contested other similar bonds which, in compliance with Section 6.03turn, secure the payment of such customs duties to customs or revenue authorities; (e) pledges Liens arising in connection with Capital Lease Obligations permitted under Section 6.01(s); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capital Lease Obligations and deposits made the proceeds thereof; (f) Liens (other than Liens on assets of LSIFCS) attaching to ownership interests in joint ventures (whether in partnership, corporate or other form) or attaching to intellectual property rights relating to such joint ventures; (g) Liens (other than Liens on assets of LSIFCS) created in connection with (A) Equipment Financing Transactions and Permitted Refinancing Indebtedness in respect thereof permitted under Section 6.01(k) and (B) Real Estate Financing Transactions and Permitted Refinancing Indebtedness in respect thereof permitted under Section 6.01(j); provided, however, that no such Lien shall extend to or cover property (other than the property subject to such Equipment Financing Transaction or Real Estate Financing Transaction) or Collateral; (h) Liens created pursuant to applications or reimbursement agreements pertaining to documentary letters of credit which encumber documents and goods of the U.S. Borrower or any of its Subsidiaries (other than LSIFCS or the LS&Co. Trust) constituting part of the goods covered by the applicable letter of credit and the products and proceeds thereof; (i) Liens in favor of the counterparty to a repurchase agreement entered into in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulationspermitted under Section 6.04(d) on the Cash Equivalents that are the subject of such repurchase agreement; (fj) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations any interest or title of a like nature incurred in lessor or a sublessor and any restriction or encumbrance to which the ordinary course interest or title of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances such lessor or sublessor may be subject that is incurred in the ordinary course of business whichand, either individually or when aggregated with all other permitted Liens in the aggregateeffect on any date of determination, are could not substantial in amount and do be reasonably expected to have a Material Adverse Effect; (k) leases or subleases granted to others not materially detract from the value of the property subject thereto or interfere interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereundergrantor thereof; (l) Liens arising in connection with solely by virtue of any Permitted Receivables Program (statutory or common law provision relating to the extent the sale by the Borrower banker’s Liens, rights of setoff or the applicable Subsidiary of its similar rights and remedies as to deposit accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.other funds

Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on any income sign or revenues file or rights in respect suffer to exist under the Uniform Commercial Code of any thereofjurisdiction any financing statement that names such Credit Party or any of its Subsidiaries as debtor, except:or sign or suffer to exist any security agreement or other document or instrument authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following (“Permitted Liens”): (a) Liens on property or assets of the Borrower or pursuant to any of its Subsidiaries Loan Document; (b) Liens existing on the date hereof provided thatand listed on Schedule 4.8(b) and any renewals or extensions thereof; provided, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien the property covered thereby is not created in contemplation of or in connection with such acquisition and changed, (ii) such Lien does not apply to any other property or assets the amount of the Borrower obligations secured by such Liens is not increased, (iii) none of the Credit Parties or their Subsidiaries shall become a new direct or contingent obligor with respect to the obligations secured by such Liens unless otherwise permitted by this Agreement and (iv) any Subsidiaryrenewal or extension of the obligations secured or benefited thereby is permitted by Section 6.2(c)(ii); (c) Liens for taxes not yet past due or which are being contested in compliance good faith and by appropriate proceedings diligently conducted, if adequate reserves with Section 6.03respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations with respect to sums that are not due and payable overdue for a period of more than 30 days or which are being contested in compliance good faith and by appropriate proceedings diligently conducted, if adequate reserves with Section 6.03respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulationslegislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), and leases (other than capital leasesIndebtedness), statutory obligations, surety and appeal bonds, advance payment bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in affecting real property which either exist as of the ordinary course of business whichClosing Date or, in the aggregate, are not substantial in amount amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Person; (h) Liens upon securing judgments for the payment of money not constituting an Event of Default under subsection 7.1(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under subsection 6.2(c)(iv) or (vi); provided, that (i) such Liens do not at any time encumber any property acquiredother than the property financed by such Indebtedness, constructed (ii) the Indebtedness secured thereby does not exceed the cost or improved fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases; (j) Liens existing on any specific fixed asset at the time of its acquisition thereof by the Borrower or any Subsidiary which are created thereof or incurred within 360 days existing on property or assets of a Person (other than any Stock and Stock Equivalents in any Person) at the time such acquisition, construction Person is merged into or improvement to secure consolidated with the Borrower or provide for the payment of any part Subsidiary of the purchase price of such property Borrower or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property becomes a Subsidiary of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensionsGuarantor; provided, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extensionLien was not created in contemplation of such acquisition, renewal merger, consolidation or replacement Lien shall be limited investment and does not extend to any assets other than the property or assets covered asset acquired by the Lien extendedBorrower or such Subsidiary of the Borrower or the assets of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; and provided, renewed further, that any Indebtedness or replaced and that the other obligations secured by any such extension, renewal or replacement Lien Liens shall otherwise be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedpermitted under Section 6.2; (k) any Lien banker’s liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale Borrower or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderits Subsidiaries; (l) Liens arising any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in connection the ordinary course of business; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Permitted Receivables Program (Lien on such assets pursuant to the extent Collateral Documents; (m) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the sale ordinary course of business; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (n) precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdictions in respect of operating leases entered into by the Borrower or its Subsidiaries in the applicable Subsidiary ordinary course of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof)business; and (mo) other Liens to secure Indebtedness if, immediately after the grant thereof, the securing obligations outstanding in an aggregate amount not to exceed $500,000; provided, that no such Lien may be granted when any payment Default or any Event of all Indebtedness secured by Liens that would not Default shall have occurred and be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may becontinuing.

Liens. CreateOn or after the Closing Date, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Borrowers and the Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to created under the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryLoan Documents; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) Liens (other than any Lien imposed by ERISA), pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations, except to the extent permitted by Section 6.01(e)), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Borrowers or any of its the Subsidiaries; (h) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Borrowers or any Subsidiary which Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 90% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security 84 78 interests do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary; (i) Liens on assets of Foreign Subsidiaries (other than the property Canadian Borrower and the Canadian Subsidiaries); provided that (i) such Liens do not extend to, or encumber, assets of any Subsidiary in favor of the BorrowerLoan Party and (ii) such Liens secure only Indebtedness incurred by such Foreign Subsidiaries pursuant to Section 6.01(g); (j) extensions, renewals and replacements of Liens referred any Lien existing on any property or asset prior to in paragraphs (a) through the acquisition thereof by the U.S. Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of this Section 7.01or in connection with such acquisition, provided that (ii) such Lien does not apply to any such extension, renewal or replacement Lien shall be limited to the other property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by U.S. Borrower or any Subsidiary and (iii) such Lien does not materially interfere with the Lien extendeduse, renewed or replacedoccupancy and operation of any Mortgaged Property; (k) Liens arising out of judgments or awards in respect of which a Borrower or any Lien of the type described Subsidiaries shall in clause (c) good faith be prosecuting an appeal or proceedings for review in respect of the definition which there shall be secured a subsisting stay of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale execution pending such appeal or disposition of such securities pending the closing of such sale or dispositionproceedings; provided that the aggregate amount of all such sale judgments or disposition is otherwise permitted hereunderawards (and any cash and the fair market value of any property subject to such Liens) does not exceed U.S.$5,000,000 at any time outstanding; (l) Liens arising cash collateral securing reimbursement obligations in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor respect of the purchaser thereof Collateralized Letters of Credit; provided that the aggregate amount of such cash shall not exceed the maximum liability of the U.S. Borrower and the Subsidiaries as account parties in respect of such accounts receivable or the proceeds thereof); andCollateralized Letter of Credit; (m) Liens on Equity Interests in a Special Purpose Business Entity incurred for the purpose of providing independent financing for such Special Purpose Business Entity; provided, however, that such Liens are non-recourse as to secure Indebtedness if, immediately after the grant thereof, Canadian Borrower or any of its subsidiaries holding any Equity Interests in such Special Purpose Business Entity; and (n) Liens incurred in the aggregate ordinary course of business in an amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not to exceed the greater of (i) U.S. $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be1,500,000.

Liens. Create, incur, assume or permit suffer to exist any Lien against or on any property or assets (including stock or other securities of any person, including any Subsidiary) Property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided thatSubsidiaries, in the case or permit any of the BorrowerSubsidiaries so to do, except any such Lien securing Indebtedness for borrowed money in excess one or more of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph the following types of Liens: (a) Liens in connection with workers’ compensation, unemployment insurance or other social security obligations (which phrase shall secure only those not be construed to refer to ERISA or the minimum funding obligations which they secure on under Section 412 of the date hereof; Internal Revenue Code), (b) any Lien existing on any property Liens to secure the performance of bids, tenders, letters of credit, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and payment bonds and other obligations of like nature, or asset prior to qualify to do business, maintain insurance or obtain other benefits, in each such case arising in the acquisition thereof by the Borrower or any Subsidiaryordinary course of business, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) mechanics’, workmen’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s landlords’ or other like Liens arising in the ordinary course of business and securing with respect to obligations that which are not due and payable or which are being contested in compliance with good faith and by appropriate proceedings diligently conducted, (d) Liens for taxes, assessments, fees or governmental charges the payment of which is not required under Section 6.03; 7.2, (e) pledges easements, rights of way, restrictions, leases of Property to others, easements for installations of public utilities, title imperfections and deposits made restrictions, zoning ordinances and other similar encumbrances affecting Property which in the aggregate do not materially impair its use for the operation of the business of the Borrower or such Subsidiary, (f) Liens on Property of the Subsidiaries under capital leases and Liens on Property (including on the capital stock or other equity interests) of the Subsidiaries acquired (whether as a result of purchase, capital lease, merger or other acquisition) and either existing on such Property when acquired, or created contemporaneously with or within 12 months of such acquisition to secure the payment or financing of the purchase price of such Property (including the construction, development, substantial repair, alteration or improvement thereof), and any renewals thereof, provided that such Liens attach only to the Property so purchased or acquired (including any such construction, development, substantial repair, alteration or improvement thereof) and provided further that the Indebtedness secured by such Liens is not otherwise prohibited hereunder, (g) statutory Liens in favor of lessors arising in connection with Property leased to the Borrower or any of the Subsidiaries, (h) Liens of attachments, judgments or awards against the Borrower or any of the Subsidiaries with respect to which an appeal or proceeding for review shall be pending or a stay of execution or bond shall have been obtained, or which are otherwise being contested in good faith and by appropriate proceedings diligently conducted, and in respect of which adequate reserves shall have been established in accordance with GAAP on the books of the Borrower or such Subsidiary, (i) Liens securing Indebtedness of a Subsidiary to the Borrower or another Subsidiary, (j) Liens (other than Liens permitted by any of the foregoing clauses) arising in the ordinary course of its business in compliance with workmen’s compensation, unemployment insurance which do not secure Indebtedness and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichdo not, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its Subsidiaries; , taken as a whole, (hk) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensionsUnited States of America, renewals and replacements of Liens referred or any state thereof, to in paragraphs (a) through (i) of this Section 7.01secure partial, provided that any such extensionprogress, renewal advance or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed other payments pursuant to an agreement entered into for the sale any contract or disposition provisions of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; any statute, and (l) additional Liens arising in connection with any Permitted Receivables Program (to the extent the sale by securing Indebtedness of the Borrower or and the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien Subsidiaries in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the an aggregate outstanding Consolidated principal amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) exceeding 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beAssets.

Liens. CreateHoldings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the U.S. Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and (i) set forth in Schedule 7.016.02(a) or (ii) encumbering property or assets with a fair market value on the date hereof of less than $10,000,000; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the U.S. Borrower or any Subsidiary, ; 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 U.S. Borrower or any Subsidiary; (cd) Liens for taxes Taxes, fees, assessments or other governmental charges not yet past due due, or if material, which are being contested in compliance with Section 6.035.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable payable, or if material, which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the U.S. Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredarising out of judgments or awards in respect of which Holdings, constructed or improved by the U.S. Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such property appeal or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrowerproceedings; (j) extensionsLiens on investments made by CBRE CM in connection with the CBRE CM Loan Arbitrage Facility to secure Indebtedness under the CBRE CM Loan Arbitrage Facility, renewals and replacements if such investments were acquired by CBRE CM with the proceeds of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedIndebtedness; (k) any Lien of Liens on investments made by the type described U.S. Borrower or CBRE, Inc. in clause (c) of connection with the definition of CBRE Loan Arbitrage Facility to secure Indebtedness under the term “Lien” on securities imposed pursuant to an agreement entered into for CBRE Loan Arbitrage Facility, if such investments were acquired by the sale U.S. Borrower or disposition CBRE, Inc., as the case may be, with the proceeds of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderIndebtedness; (l) Liens arising on mortgage loans originated and owned or held by CBRE CM or any Mortgage Banking Subsidiary pursuant to any CBRE CM Mortgage Warehousing Facility or the CBRE CM Repo Arrangement, and Liens in connection with CBRE CM Lending Program Securities; (m) Liens on Receivables securing any Permitted Receivables Program Securitization permitted to be outstanding under Section 6.01; (n) any Lien existing on any property or asset of any person that exists at the time such person becomes a Subsidiary; provided that (i) such Lien was not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any property or assets of the extent U.S. Borrower or any other Subsidiary; (o) Liens arising solely by virtue of any statutory, common law or contractual provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution or relating to Liens on brokerage accounts; (p) Liens on the sale assets or Equity Interests of an Investment Subsidiary to secure Exempt Construction Loans, Non-Recourse Indebtedness and Guarantees thereof; (q) [Reserved]; (r) any Lien in relation to personal property acquired by the New Zealand Borrower or in the applicable Subsidiary ordinary course of its accounts receivable normal business; provided that such Lien shall be permitted only if (i) it is deemed to give rise to a Lien given by the New Zealand Borrower (as buyer) in favor of a seller of the purchaser thereof personal property, (ii) it secures (and only secures) all or part of the purchase price for the personal property and (iii) it is discharged within 60 days of its creation; (s) any security in such accounts relation to personal property acquired by the New Zealand Borrower that is created or provided for by (i) a transfer of an account receivable or chattel paper, (ii) a lease for a term of more than 1 year, or (iii) a commercial consignment, that does not secure payment or performance of an obligation (all terms used in Section 6.02(r) and (s) and not defined in this Agreement have the proceeds thereofmeaning specified thereto in the New Zealand Personal Property Securities Act 1999); and (mt) other Liens to secure Indebtedness ifnot permitted by the foregoing; provided that, immediately after at the grant time of the incurrence thereof, neither the obligations secured thereby nor the aggregate amount fair market value of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not assets subject thereto shall exceed the greater of (i) $750,000,000 or (ii) 1510% of Consolidated Net Tangible Total Assets as shown on at the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may betime.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of or any thereof, or sell or transfer any account receivable or any right in respect thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.01SCHEDULE 10.2; and provided further PROVIDED that all such Liens permitted by this paragraph (a) shall secure only those obligations which that they secure on the date hereofhereof and shall not apply to any other property or assets of the Borrower or any Subsidiary; (b) any Lien arising as a result of a transaction permitted under SECTION 10.5(E). (c) any Lien existing on any property or asset of the Borrower or any Subsidiary prior to the acquisition thereof by the Borrower or any Subsidiary, provided Subsidiary securing Indebtedness permitted by SECTION 10.1(J); 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 asset of the Borrower or any Subsidiary; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (dother than any Lien imposed by ERISA) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business incurred and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance connection with workmen’s workers' compensation, unemployment insurance insurance, old-age pensions, retiree health benefits and other social security laws benefits and deposits securing liability to insurance carriers under insurance or regulationsself-insurance arrangements in respect of such obligations; (fe) deposits to secure Liens securing the performance of bids, trade tenders, leases, contracts (other than for Indebtedness), leases (other than capital leasesthe repayment of borrowed money), statutory obligationsobligations surety, surety customs and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature nature, incurred as an incident to and in the ordinary course of business; (f) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and vendors' liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings as to which the Borrower or a Subsidiary, as the case may be, shall have, to the extent required by GAAP, set aside on its books adequate reserves; (g) Liens securing the payment of taxes, assessments and governmental charges or levies, either (i) not delinquent or (ii) being contested in good faith by appropriate legal or administrative proceedings and as to which the Borrower or a Subsidiary, as the case may be, shall have, to the extent required by GAAP, set aside on its books adequate reserves; (h) zoning restrictions, easements, rights-of-waylicenses, reservations, provisions, covenants, conditions, waivers, restrictions on the use of real property or irregularities of title (and with respect to leasehold interests, mortgages, obligations, liens and other similar encumbrances incurred incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without consent of the lessee) which do not in the ordinary course of business which, in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of its property or assets or materially impair the property subject thereto or interfere with use thereof in the ordinary conduct of the business of the Borrower or any operation of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiarybusiness; (i) Liens on the property or assets of any Subsidiary in favor of the BorrowerBorrower or any other Wholly-Owned Subsidiary; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided SECTION 10.2; PROVIDED that any such extension, renewal or replacement Lien shall be limited to the property or assets (or improvements thereon) covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien attachment or judgment Liens not giving rise to an Event of Default and which are being contested in good faith by appropriate proceedings; (l) leases or subleases of equipment to customers that do not materially interfere with the conduct of the type described in clause (c) business of the definition Borrower and its Subsidiaries taken as a whole; (m) Liens consisting of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition interests of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise lessors under Capital Leases permitted hereunder; (ln) Liens arising in connection with any Permitted Receivables Program (Lien created to secure all or any part of the extent purchase price, or to secure Indebtedness incurred or assumed to pay all or any part of the sale purchase price or cost of construction, of property acquired or constructed by the Borrower or a Subsidiary after the applicable Subsidiary date hereof; PROVIDED, that (i) any such Lien shall be confined solely to the item or items of its accounts receivable is deemed to give rise to a Lien in favor such property (or improvement therein) so acquired or constructed and, if required by the terms of the purchaser thereof instrument creating such Lien, other property (or improvement thereon) which is an improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within ten (10) Business Days after, the acquisition or construction of such property, and (iii) such Lien does not exceed an amount equal to 85% (100% in the case of Capital Leases) of the fair market value of such accounts receivable or assets (as determined in good faith by the proceeds Board of Supervisors of the Borrower) at the time of acquisition thereof; (o) Liens securing Indebtedness permitted by SECTION 10.1(L); and (mp) Liens to secure securing Indebtedness if(including interests of lessors under Capital Leases) permitted by SECTION 10.1, so long as immediately after the grant thereofgiving effect thereto, the aggregate amount of all the Indebtedness secured by such Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does shall not exceed the greater of (i) $750,000,000 or (ii) 152.5% of Consolidated Net Tangible Total Assets (as shown defined in the Senior Note Agreement). Notwithstanding the foregoing, the Borrower will not, and will not permit any Subsidiary to, create, assume or incur any Lien upon or with respect to any of its proprietary software developed by or on behalf of the most recent consolidated balance sheet delivered pursuant to Section 4.05 Borrower or 6.04(a) or (b), as its Affiliates and necessary and useful for the case may beconduct of the Business.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary, but excluding Margin Stock to the extent that the value of such Margin Stock, determined in accordance with Regulation U, exceeds 25% of the value (as so determined) of the assets and properties that would be subject to this Section 6.01 without giving effect to this parenthetical, or such other maximum amount or percentage as is then provided for or permitted under Regulation U or any successor regulation in order that no Loan shall be deemed "indirectly secured" by Margin Stock for purposes of such regulation), now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of Company and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.0l; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary, ; 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 Borrower Company or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries; (h) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any Subsidiary which Subsidiary; provided that (i) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (ii) the Indebtedness secured thereby does not exceed 80% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iii) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower Company or any Subsidiary;; and (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens other than those referred to in paragraphs subparagraphs (a) through (ih) of this Section 7.01above, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount sum of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness or other obligations which are secured or evidenced by Liens that would not be other than those referred to in subparagraphs (a) through (h) above plus the fair market value in the aggregate of properties sold by the Company in the sale and lease-back transactions permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by under Section 7.04(h)6.02, does not at any time exceed the greater of (i) $750,000,000 or (ii) 15an amount equal to 10% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beStockholders' Equity.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.016.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.016.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h6.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 3.05 or 6.04(a5.04(a) or (b), as the case may be.

Liens. CreateEach Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property Property, any Equity Interests in any Borrower or assets any Subsidiary of Borrower, any Hotel Property or any other asset of any kind (including stock any document or other securities instrument in respect of goods or accounts receivable) of such Borrower or any personSubsidiary of Borrower, including any Subsidiary) whether now owned or hereafter acquired by it acquired, leased (as lessee), or on licensed (as licensee), or any income income, profits, or revenues royalties therefrom, or rights file or permit the filing of, or permit to remain in respect effect, any financing statement or other similar notice of any thereofLien with respect to any such Property, Hotel Property, asset, income, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) Liens on property or assets in favor of Collateral Agent for the Borrower or benefit of DIP Secured Parties granted pursuant to any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofLoan Document; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary[reserved]; (c) Liens for taxes not yet past due or which are being contested granted in compliance with Section 6.03favor of the lenders and administrative agents under the Subsidiary Loan Agreements; (d) Liens existing on the Closing Date described in Schedule 6.2; provided, that (i) the property covered thereby is not changed, (ii) the principal amount secured or benefited thereby incurred prior to the Petition Date is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (e) Liens for Taxes (i) not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP or (ii) the payment of which is prohibited, stayed or excused by the Bankruptcy Code or Bankruptcy Court; (f) statutory Liens of landlords, of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or other like Liens arising ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business and securing obligations business, provided, that such Liens are not due in imminent danger of foreclosure and payable or which are being contested in compliance with Section 6.03would not otherwise reasonably be expected to have a Material Adverse Effect; (eg) pledges and deposits made in the ordinary course of business in compliance with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP or imposed by ERISA; (fh) deposits easements, rights-of-way, restrictions, encroachments, covenants, additions, restrictions, encroachments and other similar matters, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrowers and its Subsidiaries taken as a whole; (i) customary rights of set-off, banker’s liens and other similar Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to secure the ordinary maintenance and administration of Deposit Accounts or Securities Accounts, provided, that such Liens are not in imminent danger of foreclosure and would not otherwise reasonably be expected to have a Material Adverse Effect; (j) non-exclusive licenses, whether written, oral or implied, in effect as of the Petition Date to such Borrower’s Intellectual Property used or required by other Borrowers or Borrowers’ Subsidiaries in their respective businesses as conducted or contemplated to be conducted, including such licenses as memorialized in writing after the Closing Date; (k) Liens securing judgments to the extent and so long as such judgments do not individually or in the aggregate constitute an Event of Default under Section 8.1(e), so long as such Liens (i) are adequately bonded and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made or (ii) are stayed by the Bankruptcy Court; (l) (i) licenses, sublicenses, leases or subleases granted by any Subsidiary Owner to other Persons not materially interfering with the conduct of the business of any Subsidiary Owner and (ii) any interest or title of a lessor, sublessor or licensor under any lease or license agreement permitted by this Agreement and the Subsidiary Loan Agreements to which any Subsidiary Owner is a party; (m) with respect to any Subsidiary Owner and its Property, Liens securing the performance of bids, trade tenders, leases, contracts (other than for Indebtedness), leases (other than capital leases)and purchases from vendors and suppliers in the ordinary course of business, statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (exclusive of obligations in respect of the payment for borrowed money), to the extent permitted under the applicable Subsidiary Loan Agreement(s); (gn) zoning restrictions, easements, rights-of-way, restrictions Liens on use of real property and other similar encumbrances incurred pledges or deposits in the ordinary course securing liability for reimbursement or indemnification obligations of business which(including obligations in respect of letters of credit and bank guarantees for the benefit of) insurance carriers providing property, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto casualty or interfere with the ordinary conduct of the business of liability insurance to the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or permitted under this Agreement and under the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereofLoan Agreement(s); and (mo) Liens on insurance policies and proceeds thereof, or other deposits, to secure Indebtedness ifinsurance premium financings permitted under Section 6.1(h). For the avoidance of doubt, immediately after and notwithstanding anything to the contrary herein or in any other Loan Document, no Borrower shall, and each Borrower shall cause each of its Subsidiaries to not, grant thereofor permit to occur any Lien on any Equity Interests in any Borrower or any Subsidiary of Borrower, other than those Liens existing as of the aggregate amount Petition Date in respect of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with liens granted to lenders under the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beSubsidiary Loan Agreements.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any personPerson, including the Borrower or any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and any Refinancing of the underlying obligations; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be and any Refinancing of the underlying obligations; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings, the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and any Refinancing of such obligations; (cd) Liens for taxes taxes, assessments or other governmental charges or levies that are not yet past due or which are being contested in compliance with Section 6.035.03; (de) Statutory Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or other like Liens ERISA), in each case arising in the ordinary course of business and securing obligations (i) for amounts not yet overdue or (ii) for amounts that are not due overdue and payable or which that (in the case of amounts overdue for a period in excess of 45 days) are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made Liens incurred in the ordinary course of business in compliance connection with workmenworker’s compensation, unemployment insurance and other types of social security laws or regulationssecurity; (fg) deposits to secure Liens securing the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases)tenders, statutory obligations, surety and appeal bonds, advance payment bondsbids, leases (other than Capital Lease Obligations), government contracts, trade contracts, performance and return-of-money bonds and any other obligations of a like nature incurred similar obligations, in each case entered into in the ordinary course of businessbusiness and exclusive of obligations in respect of Indebtedness for borrowed money, so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (gh) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement in connection with any acquisition not prohibited hereunder; (i) zoning restrictions, easements, rights-of-way, encroachments, restrictions on use of real property and other similar encumbrances incurred imposed by law or arising in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hj) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment (including telecom equipment in the nature of inventory) or capital assets hereafter acquired (or, in the case of improvements, constructed), in each case, by the Borrower or any Subsidiary which and any Refinancing of the underlying obligations; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien judgment Liens securing judgments not constituting an Event of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderDefault under Article VII; (l) other Liens arising securing liabilities and Indebtedness hereunder in connection with an aggregate amount not to exceed $10,000,000 at any Permitted Receivables Program time outstanding; (to the extent the sale m) any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the applicable ordinary course of business; (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of its accounts receivable is deemed business; (o) Liens arising solely by virtue of any statutory or common law provision relating to give rise to a Lien bankers’ liens, rights of set-off or similar rights, and Liens in favor of CoBank on the purchaser thereof Borrower’s Equity Interests in such CoBank or Patronage Certificates; (p) Liens arising or purporting to arise from precautionary UCC financing statements in connection with operating leases, sale lease-back transactions or any permitted factoring or accounts receivable or sales; (q) Liens on securities that are the proceeds thereofsubject of repurchase agreements constituting Permitted Investments under clause (d) of the definition thereof and Liens securing obligations permitted under Section 6.01(h); (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) Liens on cash and Permitted Investments securing letters of credit permitted under Section 6.01(m) in an amount not exceeding 105% of the aggregate stated amount of such letters of credit; (t) Liens securing Indebtedness owed to the Rural Utilities Service permitted under Section 6.01(n); (u) licenses of intellectual property granted in the ordinary course of business in the ordinary course of business in a manner consistent with past practices; (v) Liens securing obligations permitted under Section 6.01(e); and (mw) Liens to secure Indebtedness if, immediately after on insurance policies and the grant thereof, proceeds thereof and unearned premiums securing the aggregate amount financing of all Indebtedness secured by Liens that would not be permitted but for this clause (mpremiums with respect thereto as provided in Section 6.01(o), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateNo Borrower or any Subsidiary of a Borrower shall at any time create, incur, assume or permit suffer to exist any Lien on any property of its assets or assets property, tangible or intangible (including capital stock or other securities equity interests of a Borrower or any personSubsidiary of a Borrower), including any Subsidiary) now owned or hereafter acquired by it acquired, or on any income or revenues or rights in respect of any thereofagree to become liable to do so, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth Closing Date and described in Schedule 7.01; and provided further that all Liens permitted by 6.01 to this paragraph (a) shall secure only those obligations which they secure on the date hereofAgreement; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created Liens in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets favor of the Borrower or any SubsidiaryBank; (c) Liens for taxes not yet past due or which are being contested in compliance with securing Indebtedness permitted under Section 6.036.02(b) hereof; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising from taxes, assessments, charges, levies or claims described in the ordinary course of business and securing obligations Section 5.05 hereof that are not due and payable or which are being contested in compliance with Section 6.03yet due; (e) pledges and or deposits made in the ordinary course of business in compliance with workmenunder worker’s compensation, unemployment insurance and other social security laws laws, or regulations; (f) deposits in connection with or to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than capital leases), or to secure statutory obligations, surety and or appeal bonds, advance payment bonds, performance bonds and or other obligations pledges or deposits of a like nature incurred used in the ordinary course of business; (f) any unfiled materialmen’s, mechanic’s, workmen’s, and repairmen’s Liens arising in the ordinary course of business in respect of obligations that are not overdue (provided, that if such a Lien shall be perfected, it shall be discharged of record immediately by payment, bond or otherwise); (g) Capitalized Lease Obligations or Purchase Money Security Interests to secure Indebtedness permitted under Section 6.02(d); provided, however, that such Liens shall be limited solely to the equipment purchased with the proceeds of such Indebtedness; (A) Encumbrances consisting of zoning restrictions, easements, rights-of-way, or other restrictions on the use of real property, (B) defects in title to real property, and (C) Liens, encumbrances and title defects affecting real property not known by the Loan Parties or any Subsidiary of a Loan Party, as applicable, and not discoverable by a search of the public records, none of which materially impairs the use of such property; (A) Liens on assets of a Person which is merged into or acquired by a Borrower or a Subsidiary of a Borrower on or after the date of this Agreement, and (B) Liens on assets acquired after the date of this Agreement; provided that (x) such Liens existed at the time of such merger or acquisition and were not created in anticipation thereof, (y) no such Lien spreads to cover any property or assets of the Borrowers or any Subsidiary of the Borrowers; and (z) the principal amount of Indebtedness secured thereby is not increased from the amount outstanding immediately prior to such merger or acquisition; (j) Liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate and lawful proceedings diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made and Liens arising out of judgments or orders for the payment of money which do not constitute an Event of Default hereunder; (k) Other Liens incidental to the conduct of the Borrowers’ or any Subsidiary’s business or the ownership of its property and other similar encumbrances assets which were not incurred in connection with the ordinary course borrowing of business whichmoney or the obtaining of advances or credit, and which do not in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of the Borrowers’ or any Subsidiaries’ property subject thereto or interfere with assets or which do not materially impair the ordinary conduct use thereof in the operation of the business Borrowers’ business; (l) Leases or subleases not otherwise prohibited by this Agreement; provided, however, except as set forth in items (a) through (j) of this Section 6.01 no Borrower shall permit or authorize Liens on any of the Borrower Borrowers’ or any of its Subsidiaries; (h) Liens upon any property acquired’ properties, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary except in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to Bank for the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount benefit of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof)Bank; and (m) Liens to secure securing Indebtedness if, immediately after of a non-domestic Subsidiary which Indebtedness is permitted hereunder; provided that such Lien encumbers only the grant thereof, assets of the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beSubsidiary incurring such Indebtedness.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided thatexcept, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be 5,000,000 that is not set forth in Schedule 7.01; and 6.01, provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.016.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “"Lien” " on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h6.04(h), does not exceed the greater of (i) $750,000,000 100,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 3.05 or 6.04(a5.04(a) or (b), as the case may be.

Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except:other than the following (collectively “Permitted Liens”): (a) Liens on property or assets ▇▇▇▇▇ created in favor of the Borrower or any of its Subsidiaries existing on Collateral Agent, for the date hereof provided that, in the case benefit of the BorrowerSecured Parties, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on pursuant to the date hereofCollateral Documents; (b) any Lien existing on any property Liens for Taxes, assessments or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that governmental charges (i) such Lien is which are not created in contemplation of yet delinquent for more than 30 days or in connection with such acquisition and remain payable without penalty or (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiarywhich are being Properly Contested; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable for more than 90 days or which remain payable without penalty or that are being contested in compliance with Section 6.03Properly Contested; (ed) pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulationslegislation; (fe) deposits to secure the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases (other than capital leases), statutory obligations, surety obligations and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Liens not securing Indebtedness arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor (except to the extent of the Collateral Agent having “control” within the meaning of the UCC) in excess of those set forth by regulations promulgated by the FRB and no such deposit account is intended by the Borrower to provide collateral to the depository institution; (g) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers; (h) Liens securing Indebtedness of the type described in Section 7.05(j); provided that (x) such Lien may not extend to any property or equipment (or assets affixed or appurtenant thereto) other than the property or equipment being financed or refinanced under Section 7.05(j), replacements of such property, equipment or assets, and additions and accessions and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, (y) such Lien is incurred, and the Indebtedness secured thereby is created within 270 days after such purchase, lease, construction, installation, maintenance, replacement or improvement and (z) such Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such purchase, lease, construction, installation, maintenance, replacement or improvement plus any fees, costs, and expenses incurred in connection with such Indebtedness; (i) Liens on assets (other than Real Property) securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation not constituting an Event of Default under Section 8.01(i), and (ii) any pledge and/or deposit securing any settlement of litigation; (j) Liens (including deposits) to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of like nature, in each case in the ordinary course of business; (k) easements, zoning restrictions, easements, rights-of-way, restrictions minor defects or irregularities in title, and similar encumbrances on use of real property and other similar encumbrances incurred imposed by law or arising in the ordinary course of business which, either individually or in the aggregate, are (i) could not substantial reasonably be expected to result in amount and a Material Adverse Effect, (ii) do not materially detract from the ownership, maintenance, use, operation or value of the property subject thereto or Real Property encumbered thereby, (iii) do not interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; , or the business conducted on the related Real Property, (hiv) Liens upon any property acquireddo not secure Indebtedness for borrowed money, constructed or improved and (v) are not violated by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part current and ongoing use of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderReal Property subject thereto; (l) Liens arising in connection existence as of the date hereof which are listed on Schedule 7.03, and any renewals, modifications, replacements, and extensions of such Liens; provided that (i) the aggregate principal amount of the Indebtedness secured by such Liens does not increase from that amount outstanding at the time of any such renewal, modification, replacement, or extension, (ii) any such renewal, modification, replacement, or extension does not encumber any additional assets or properties of the Borrower or any other Loan Party and (iii) such renewal, modification, replacement, or extension does not affect or change the Lien priority with any Permitted Receivables Program (respect to the extent Obligations; (m) any Lien existing on any property or asset prior to the sale acquisition thereof by the Borrower or the applicable any other Loan Party or any Lien existing on any property or asset of any Person that becomes a Subsidiary of its accounts receivable is deemed to give rise to the Borrower or any other Loan Party at the time such Person becomes a Lien in favor Subsidiary of the purchaser thereof in such accounts receivable Borrower or the proceeds thereof)other Loan Party; and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens provided that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 such Lien is not created in contemplation of, or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 in connection with, such acquisition or 6.04(a) or (b)such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall apply only to the same assets to which it applied immediately prior to such acquisition, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and any refinancing, refunding, extension, renewal, or replacement thereof that does not increase the outstanding principal amount thereof plus any accrued interest, premium, fee, and reasonable and documented out-of-pocket expenses payable in connection with any such refinancing, refunding, extension, renewal, or replacement; (n) Liens arising from precautionary Uniform Commercial Code financing statement filings solely as a precautionary measure in connection with operating leases or consignment of goods; (o) Liens on (i) any Securitizable Assets, any intangible contract rights and other documents, records and assets directly related to the foregoing assets and any proceeds thereof, (ii) any Equity Interests of or other ownership or residual interests in, or any assets of, any SPV Entity and any proceeds thereof, and (iii) any Deposit Accounts or other accounts holding funds to purchase and/or collect on the foregoing assets, in each case of clauses (i), (ii) and (iii), incurred in connection with any SPV Transaction or permitted guarantees thereof; (p) other Liens securing obligations (other than obligations representing Indebtedness for borrowed money) in an aggregate amount not to exceed $750,000; (q) Liens on Bank Product Partner Accounts and Other Product Partner Accounts; (r) Liens consisting of customary security deposits under operating leases entered into in the ordinary course of business; (s) licenses and sublicenses granted in the ordinary courses of business not impairing the business of the Borrower and its Subsidiaries, taken as a whole, in any material respect; (t) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (u) Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (v) Liens arising out of conditional sale, title retention, consignment or similar arrangements entered into in the ordinary course of business for the sale of goods in the ordinary course of business, in each case extending solely to the assets that are the subject of such sale; (w) 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; (x) Liens on and in respect of ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens on cash collateral securing Swap Contracts entered into in the ordinary course of business for bona fide hedging purposes and not for speculation; and (z) Liens on cash collateral securing letters of credit permitted under Section 7.05(u) so long as the aggregate amount of such cash collateral at no time exceeds 105% of the aggregate amount of such letters of credit. Notwithstanding anything to the contrary herein or in any other Loan Document, (i) the Borrower and its Restricted Subsidiaries shall not create, incur, assume or suffer to exist any Lien upon any of its Cash, Cash Equivalents, or Available for Sale Investments other than Liens in favor of the Collateral Agent permitted under Section 7.03(a) and other Liens expressly contemplated to be incurred on cash collateral or deposits under this Section 7.03 and (ii) no Loan Party shall or shall create, incur, assume or suffer to exist any Lien on any Equity Interest of any Subsidiary of any Loan Party which constitute Collateral except as contemplated under Sections 7.03(i)(i) and (o)(ii).

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of Parent and the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; provided that such Liens (i) shall not apply to any other property or asset of Parent or any Subsidiary and provided further that all Liens permitted by this paragraph (aii) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to created under the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryLoan Documents; (c) Liens for taxes that are not yet past due and payable or which are being contested in compliance with Section 6.035.03; (d) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Parent or any of its SubsidiariesSubsidiary; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments), provided that no such judgment constitutes an Event of Default under clause (i) of Article VII; (i) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by Parent or any part Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests are incurred, and the purchase price of Indebtedness secured thereby is created, within 90 days after such property acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the cost of such construction real property, improvements or improvement, including carrying costs equipment at the time of such acquisition (but no other amounts), provided that any or construction) and (iv) such Lien shall security interests do not apply to any other property or assets of the Borrower Parent or any Subsidiary; (ij) Liens any Lien existing on the any property or assets asset prior to the acquisition thereof by Parent or any Subsidiary or existing on any property or asset of any person that becomes a Subsidiary in favor of after the Borrower; (j) extensions, renewals and replacements of Liens referred date hereof prior to in paragraphs (a) through the time such person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower such acquisition or the applicable Subsidiary of its accounts receivable is deemed to give rise to such person becoming a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b)Subsidiary, as the case may be, (ii) such Lien does not apply to any other property or asset of Parent or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof permitted by this Agreement; (k) licenses, leases or subleases granted to others not interfering in any material respect with the business of Parent or any Subsidiary; (l) any interest or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (o) Liens of sellers of goods to Parent and any Subsidiary arising under Article 2 of the Uniform Commercial Code in effect in the relevant jurisdiction or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens in the nature of municipal ordinances, zoning, entitlement, land use and environmental regulation; (q) Liens in connection with the WMG Guarantee Arrangement, provided that such Liens attach only to the property that is subject to the WMG Guarantee Arrangement; (r) Liens to secure Indebtedness of the type referred to in clause (m) of Section 6.01; and (s) Liens to secure the Existing Letters of Credit.

Liens. CreateIn the case of the Borrowers, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the such Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.01; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, such Borrower; 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 Borrower or any Subsidiarysuch Borrower; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’mechanic's, materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariessuch Borrower; (h) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), Borrower; provided that any (i) such Lien shall security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction) and (ii) such security interests do not apply to any other property or assets of the such Borrower or any Subsidiary; (i) Liens any Lien (a "replacement Lien") replacing, refinancing, extending or renewing any Lien permitted under clause (a), (b) or (h) above; provided that such replacement Lien shall secure only those obligations that are secured by, and shall not apply to any property of any Borrower other than property of such Borrower subject to, the Lien replaced, refinanced, extended or renewed by such replacement Lien on the property or assets date of any Subsidiary in favor incurrence of the Borrower;such replacement Lien; and (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement repurchase agreements entered into for in the sale or disposition ordinary course of such securities pending the closing business with a maturity of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beless than one year.

Liens. Create, incur, assume Not create or permit to exist have outstanding any Lien on any property or assets (including stock or other securities over its Assets to secure the payment of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, exceptDebt except for: (ai) Liens on property arising solely by operation of law or assets by order of the Borrower a court or any tribunal or other governmental authority (or by an agreement of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofsimilar effect); (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are or operations, in respect of overdue amounts which either (A) have not due and payable been overdue for more than 30 days or which (B) are being contested in compliance with Section 6.03good faith; (eiii) pledges Liens created for the sole purpose of refinancing all of the Advances under this Agreement, the Facility A Credit Agreement and deposits made the Facility C Credit Agreement; (iv) Liens arising out of title retention or like provisions in relation to the acquisition of goods or equipment acquired in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulationsoperations; (fv) Liens created or arising on ownership interests and documents evidencing ownership interests in (i) a Person which is the primary obligor in respect of Project Finance Debt or (ii) a Person substantially all the Assets of which consist of ownership interests and documents evidencing ownership interests in (x) a Person described in the preceding clause (i) or (y) another Person described in this clause (ii), which Liens secure such Project Finance Debt; (vi) Liens on deposits to secure secure, or any Lien otherwise securing, the performance of bids, trade contracts (other than for Indebtednessborrowed money), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gvii) zoning restrictionsLiens, easementsother than Liens on the stock of the Generating Companies, rights-of-waysecuring reimbursement obligations under letters of credit, restrictions on use of real property guarantees and other similar encumbrances incurred forms of credit enhancement given in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesbusiness; (hviii) Liens upon created arising over any property Asset which is acquired, constructed or improved created by the Borrower or any Subsidiary which are created or incurred within 360 days Borrower, but only if (x) such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or improvement to secure or provide creation) raised for the payment of any part of the purchase price purposes of such property acquisition, construction or creation, together with any costs, expenses, interest and fees incurred in relation thereto or a guarantee given in respect thereof, (y) such Lien is created or arises on or before 90 days after the cost completion of such acquisition, construction or improvement, including carrying costs creation and (but no other amounts), provided that any z) such Lien shall not apply is confined solely to any other the property of the Borrower so acquired, constructed or any Subsidiarycreated; (iix) Liens (x) outstanding on or over any Asset acquired after the property date hereof, (y) in existence at the date of such acquisition and (z) where the Borrower does not take any step to increase the principal amount secured thereby from that so secured and outstanding at the time of such acquisition (other than in the case of Liens for a fluctuating balance facility, by way of utilization of that facility within the limits applicable thereto at the time of acquisition); (x) Liens constituted by a right of set off (including, without limitation a bank's right of set off with respect to deposit accounts) or assets rights over a margin call account or any form of cash collateral or any similar arrangement for obligations incurred in respect of any Subsidiary currency, commodity or interest rate swap, option, forward rate, or futures contracts or any other arrangement for the hedging or management of risks entered into on commercial terms; (xi) Liens in favor of a plaintiff or defendant in any action before a court or tribunal as security for costs or expenses where such action is being prosecuted or defended in the bona fide interest of the Borrower; (jxii) extensions, renewals and replacements Liens described in any of Liens referred to in sub-paragraphs (aiv) through (ix) above or (xiii) through (xv) below and renewed or extended upon the renewal or extension or refinancing or replacement of this Section 7.01the indebtedness secured thereby, provided that any such extension, renewal or replacement Lien shall be limited to there is no increase in the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the principal amount of the obligations indebtedness secured by thereby over the Lien extendedprincipal, renewed capital or replacednominal amount thereof outstanding immediately prior to such refinancing; (kxiii) any Lien of Liens existing on the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderdate hereof; (lxiv) Liens arising in connection on the property of a Person existing at the time such Person is merged into or consolidated with any Permitted Receivables Program (to the extent the sale by the Borrower and not incurred in contemplation with such merger or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof)consolidation; and (mxv) Liens to secure Indebtedness if, immediately after created or outstanding on or over Assets of the grant thereof, Borrower provided that the aggregate outstanding principal, capital or nominal amount of all Indebtedness secured by all Liens that would not be permitted but for created or outstanding under this clause (m), when aggregated with xv) on or over Assets of the amount of Indebtedness permitted by Section 7.04(h), does Borrower shall not at any time exceed the greater of (i) $750,000,000 or (ii) 15% of the Borrower's Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beWorth.

Liens. CreateBorrower shall not create, incur, assume or permit to exist any Lien lien on any property or assets (including stock or other securities of Borrower or any person, including any Subsidiaryof its Subsidiaries) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.01; and 3.14 attached hereto, provided further that all Liens permitted by this paragraph (a) such liens shall secure only those obligations which they secure on the date hereof; (b) any Lien lien created under the Loan Documents; (c) any lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiaryof its Subsidiaries, provided that (i) that 1. such Lien lien is not created in contemplation of or in connection with such acquisition and (ii) and 2. such Lien lien does not apply to any other property or assets of the Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03of its Subsidiaries; (d) liens for taxes, assessments and governmental charges; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03payable; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtednessindebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, licenses, covenants, conditions, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichand minor irregularities of title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts)its subsidiaries, provided that any 1. such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to security interests secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.this Agreement,

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now at the time owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries Transaction Party existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Effective Date and set forth in on Schedule 7.016.02(a) hereto; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which that they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is Effective Date and shall not created in contemplation of or in connection with such acquisition and (ii) such Lien does not subsequently apply to any other property or assets of such Transaction Party; (b) any Lien created under the Borrower Transaction Documents or permitted in respect of any SubsidiaryMortgaged Property by the terms of the applicable Mortgage; (c) Liens for taxes taxes, assessments or other governmental charges or levies not yet past due delinquent or which that are being contested in compliance with Section 6.035.03; (d) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than thirty (30) days or which that are being contested in compliance good faith by appropriate proceedings and in respect of which a Transaction Party shall have set aside on its books reserves in accordance with Section 6.03GAAP; (ei) pledges and deposits made in the ordinary course of business in compliance with workmen’s the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations, and (ii) pledges and deposits 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 Transaction Parties; (f) deposits to secure the Transaction Parties’ performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment performance and return of money bonds, performance bonds bids, leases, trade contracts, Environmental Permits, Mining Permits, and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations of the Transaction Parties in the ordinary course of their business; (g) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of the Borrower a Transaction Party or any of its Subsidiarieswould result in a Material Adverse Effect; (h) Liens upon any purchase money security interests in equipment or other property acquired, constructed or improved hereafter acquired by the Borrower Company (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (i) such security interests secure Indebtedness permitted by Section 6.01(f), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, at the time of the acquisition or any Subsidiary which are created lease of such asset, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment or incurred within 360 days other property at the time of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of and (iv) such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower Company (other than to accessions to such equipment or any Subsidiaryother property); (i) Liens on the property or assets securing judgments that do not constitute an Event of any Subsidiary in favor of the BorrowerDefault under Section 7.01(j); (j) extensionsLiens on Mortgaged Property disclosed by the title insurance policies (if any) or title opinions (if any) delivered prior to the Effective Date or, renewals with respect to After Acquired Property or Required Property, after the Effective Date to the extent such Liens are reasonably acceptable to the Investor; provided that the following Liens shall be deemed to be reasonably acceptable to the Investor (and replacements of Liens referred shall be deemed Permitted Encumbrances without regard to in paragraphs (a) through whether a title insurance policy or title opinion has been provided with respect to a particular parcel): (i) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent, and (ii) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, rights-of-way, restrictions on use of this Section 7.01, provided real property and other similar encumbrances incurred in the ordinary course of business that do not in the aggregate interfere in any such extension, renewal or replacement Lien shall be limited to material respect with the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount ordinary conduct of the obligations secured by business of a Transaction Party at the Lien extended, renewed or replacedReal Property affected thereby; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement interest or title of, or Liens created by, a lessor under any leases or subleases entered into for by a Transaction Party, as tenant, in the sale or disposition ordinary course of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderbusiness; (l) Liens arising that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with any Permitted Receivables Program the issuance of Indebtedness, or (ii) relating to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor purchase orders and other agreements entered into with customers of the purchaser thereof Company in such accounts receivable or the proceeds thereof); andordinary course of business; (m) Liens arising solely by virtue of any statutory or common law provision relating to secure Indebtedness ifbanker’s liens, immediately after rights of set-off or similar rights; and (n) The following encumbrances which do not, in any case, individually or in the grant thereofaggregate, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of have or result in a Material Adverse Effect: (i) $750,000,000 encumbrances typically found upon Real Property used for mining purposes in the applicable jurisdiction in which the applicable Real Property is located to the extent such encumbrances would be permitted or granted by a prudent operator of mining property similar in use and configuration to such Real Property (e.g., surface rights agreements, wheelage agreements and reconveyance agreements); (ii) 15rights and easements of owners (A) of undivided interests in any of the Real Property where the applicable Transaction Party owns less than 100% of Consolidated Net Tangible Assets the fee interest, (B) of interests in the surface of any Real Property where the applicable Transaction Party does not own or lease such surface interest, (C) and lessees, if any, of base or precious metals or other minerals where the applicable Transaction Party does not own such base or precious metals or such other minerals, and (D) and lessees of other base or precious metals or other minerals not owned or leased by a Transaction Party; provided, however, that the rights and easements described in clauses (A) through (D) of this subclause (n)(ii) shall in no event cause any breach of the representations made in Section 4.01(q)(iii); (iii) with respect to any Real Property in which a Transaction Party holds a leasehold interest, terms, agreements, provisions, conditions, and limitations (other than royalty and other payment obligations which are otherwise permitted hereunder) contained in the leases granting such leasehold interest and the rights of lessors thereunder (and their heirs, executors, administrators, successors, and assigns); (iv) farm, grazing, hunting, recreational and residential leases with respect to which a Transaction Party is the lessor encumbering portions of the Real Properties to the extent such leases would be granted or permitted by, and contain terms and provisions that would be acceptable to, a prudent operator of mining properties similar in use and configuration to such Real Properties; (v) royalty and other payment obligations to sellers or transferors of fee or lease properties to the extent such obligations constitute a lien not yet delinquent; (vi) rights of others to subjacent or lateral support and absence of subsidence rights or to the maintenance of barrier pillars or restrictions on mining within certain areas as shown provided by any Mining Lease, unless in each case waived by such other person; and (vii) rights of repurchase or reversion when mining and reclamation are completed. Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b)Mortgaged Property, as other than Liens in favor of the case may beInvestor and Permitted Encumbrances.

Liens. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume create, incur or permit suffer to exist any Lien on any property mortgage, deed of trust, pledge, lien, security interest, assignment or assets (including stock transfer upon or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any such Subsidiary, now owned or hereafter acquired, to secure any indebtedness; excluding from the operation of its Subsidiaries existing the foregoing (herein "Permitted Liens"): (a) mortgages, deeds of trust, pledges, liens, security interests and assignments in existence on the date hereof provided that, Closing Date and listed in the case of the Borrower, any such Lien Schedule 6.1 (other than those described in subsection (f) securing Indebtedness indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofClosing Date); (b) any Lien existing on any property liens for taxes or asset prior assessments or other governmental charges to the acquisition thereof extent not required to be paid by the Borrower or any Subsidiary, 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 Borrower or any SubsidiarySection 5.4; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) materialmen's, merchants', carriers’', warehousemen’sworker's, mechanics’repairer's, materialmen’s, repairmen’s or other like Liens liens arising in the ordinary course of business and securing obligations that are to the extent not due and payable or which are being contested in compliance with required to be paid by Section 6.035.4; (ed) pledges and or deposits made in the ordinary course of business in compliance with workmen’s compensationto secure obligations under worker's compensation laws, unemployment insurance and other social security laws laws, or regulations; (f) deposits to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than capital leases), or to secure statutory obligations, obligations or surety and or appeal bonds, advance payment bondsor to secure indemnity, performance or other similar bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) zoning restrictions, easements, rights-of-waylicenses, restrictions on the use of real property and other similar encumbrances incurred or minor irregularities in the ordinary course of business whichtitle thereto, in the aggregate, are not substantial in amount and which do not materially detract from impair the value use of such property in the property subject thereto or interfere with the ordinary conduct operation of the business of the Borrower or any of its Subsidiaries;Subsidiaries or the value of such property for the purpose of such business; and (hf) Liens purchase money mortgages, liens or security interests, including conditional sale agreements or other title retention agreements and leases which are in the nature of title retention agreements, upon any or in property acquired, constructed or improved acquired after the Closing Date by the Borrower or any Subsidiary which are created of its Subsidiaries, or incurred within 360 days of mortgages, liens or security interests existing in such acquisition, construction or improvement to secure or provide for property at the payment of any part time of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), acquisition thereof; provided that no such mortgage, lien or security interest extends or shall extend to or cover any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on of its Subsidiaries other than the property then being acquired and fixed improvements then or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may bethereafter erected thereon.

Liens. CreateThe Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any of its property or assets (including stock or other securities of any personPerson, including any Restricted Subsidiary) now owned or hereafter acquired by it or them or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Restricted Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02 hereto; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, Restricted Subsidiary of the Borrower; 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 Borrower or any SubsidiaryRestricted Subsidiary of the Borrower; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03 hereof; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03 hereof, which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws Laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of or business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;; and (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part on assets of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property Restricted Subsidiaries of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor securing Indebtedness of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount Restricted Subsidiaries of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant Borrower that is permitted to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted incurred by Section 7.04(h), does not exceed the greater of (i6.01(d) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may behereof.

Liens. Create, incur assume, or suffer to exist, or permit any Guarantor to create, incur, assume assume, or permit suffer to exist exist, any Lien on any property mortgage, deed of trust, pledge, security interest, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or assets (including stock other), or preference, priority, or other securities security agreement or preferential arrangement, charge, or encumbrance of any personkind or nature whatsoever (including, including without limitation, any Subsidiaryconditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing) (each a "LIEN") upon or with respect to any of its properties, now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except: (a) Liens on property or assets in favor of M&T securing Debt to M&T to the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any extent such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens Debt is permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofSection 2; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created Liens in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets favor of the Borrower or any SubsidiaryPayee; (c) ▇▇▇▇▇ subordinated on terms satisfactory to the Payee to the Maker's obligations under this Note and the Maker's Second Senior Bridge Note; (d) Liens for taxes or assessments or other government charges or levies if not yet due and payable or, if due and payable, if they are being contested in good faith by appropriate proceedings and for which appropriate reserves are maintained; (e) ▇▇▇▇▇ imposed by law, such as mechanics', materialmen's, landlords', warehousemen's, and carriers' Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than forty five (45) days or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business good faith by appropriate proceedings and securing obligations that are not due and payable or for which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulationsappropriate reserves have been established; (f) deposits ▇▇▇▇'s under workers' compensation, unemployment insurance, Social Security, or similar legislation; (g) Liens, deposits, or pledges to secure the performance of bids, trade tenders, contracts (other than contracts for Indebtednessthe payment of money), leases (other than capital leasespermitted under the terms of this Agreement), public or statutory obligations, surety and appeal surety, stay, appeal, indemnity, performance or other similar bonds, advance payment bonds, performance bonds and or other similar obligations of a like nature incurred arising in the ordinary course of business; (gh) zoning restrictionsJudgments and other similar Liens arising in connection with court proceedings, easementsprovided that, if the amount in question exceeds $100,000.00, the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (i) Easements, rights-of-way, restrictions on use of real property restrictions, and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from interfere with the occupation, use, and enjoyment by the Maker or any Guarantor of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;thereto; and (hj) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement Purchase money security interests securing Debt permitted pursuant to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amountsSection 2(g), provided that any no such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on secures any other Debt, or (ii) extends to assets not acquired with the property or assets proceeds of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;permitted Debt; and (k) any Lien of the type Other Liens set forth in Exhibit B and not otherwise described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beabove.

Liens. Create, incurNo Company shall create, assume or permit suffer to exist any Lien on upon any of its property or assets (including stock or other securities of any personassets, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, exceptacquired; provided that this Section shall not apply to the following: (a) Liens on property or assets for taxes, assessments, fees and other governmental charges, and for claims, the payment of which is not at the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted time required by this paragraph (a) shall secure only those obligations which they secure on the date Section 5.2 hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created in contemplation statutory Liens of or in connection with such acquisition landlords and (ii) such Lien does not apply to any other property or assets liens of the Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising repairmen and materialmen incurred in the ordinary course of business and for sums not yet due or, if due, the payment of which is not at the time required by Section 5.2 hereof; (c) any Lien securing obligations that are not due and payable Indebtedness incurred to Lender or which are being contested any affiliate of Lender; (d) Liens granted in compliance connection with Section 6.035.8(b); (e) pledges Liens (other than any lien created by section 4068 of ERISA and securing an obligation of any employer or employers which is delinquent) incurred or deposits made in the ordinary course of business in compliance connection with workmenworker’s compensation, unemployment insurance and other types of social security laws security, or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases)tenders, statutory obligations, surety and appeal bonds, advance payment and performance bonds, performance return-of-money bonds and other similar obligations of a like nature (not incurred in connection with the ordinary course borrowing of businessmoney or the obtaining of advances or credits to finance the purchase price of property); (f) any attachment or judgment Lien, provided that the claims secured thereby, together with all other claims secured by any attachment or judgment lien, do not exceed $25,000, the execution or other enforcement of all such claims is effectively stayed, such claims are being actively contested in good faith by appropriate proceedings and the Companies shall have established on their books such reserves or other appropriate provisions, if any, as shall be required by GAAP and shall have furnished such security, if any, as shall have been required for such proceedings; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other Liens incurred, and leases and subleases (including oil and gas leases and subleases), timber rights and other similar encumbrances incurred rights granted to others in the ordinary course of business which(but not incurred or granted in connection with the borrowing of money or the obtaining of advances or credits to finance the purchase price of property) and not, individually or in the aggregate, are not substantial in amount materially interfering with the use (actual or proposed) made or to be made of the properties and do not assets of Borrower, or materially detract detracting from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;thereof; or (h) other Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created incidental to the conduct of the Companies’ business or the ownership of its property and assets and which were not incurred within 360 days in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate materially impair the use of such acquisition, construction or improvement to secure or provide for properties and assets in the payment of any part operation of the purchase price Companies’ business. No Company shall enter into any contract or agreement that would prohibit Lender from acquiring a security interest, mortgage or other Lien on, or a collateral assignment of, any of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Company except for Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien securing Indebtedness of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h5.8(d), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateNeither Borrower will, nor will El Paso permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries El Paso existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) Liens to secure the Obligations; (c) any Lien existing on any property or asset Operating Property prior to the acquisition thereof by the Borrower El Paso or any Subsidiary to secure Indebtedness assumed by El Paso or any Subsidiary, ; 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 either Borrower or any Subsidiary; (cd) Liens for taxes or assessments by any Governmental Authority not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’, licensors’ or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of El Paso’s business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits by El Paso to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property or permit or license requirements and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business businesses of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower Borrowers or any Subsidiary; (i) Liens to secure Indebtedness incurred by El Paso in connection with the acquisition or lease by El Paso in the ordinary course of business, after the date hereof, of furniture, fixtures, equipment and other assets not owned by El Paso on the property or assets date hereof; provided that (i) such Indebtedness shall not be secured by any Operating Property of any Subsidiary in favor El Paso other than the Operating Property with respect to which such Indebtedness is incurred and (ii) the Lien securing such Indebtedness shall be created within 90 days of the Borrowerincurrence of such Indebtedness; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that of the obligations secured by any such extension, renewal or replacement Lien shall be Mortgage Indenture to secure First Mortgage Bonds in an aggregate principal amount not greater than to exceed $400,000,000 issued to repurchase, repay or otherwise refinance the amount Indebtedness of El Paso under the obligations secured by the Lien extended, renewed or replacedSenior Unsecured Notes; (k) Liens to secure Indebtedness of any Lien person existing at the time such person is merged into or consolidated with, or such person disposes of the type described in clause all or substantially all its properties (cor those of a division) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderto, El Paso; (l) Liens arising in connection with to secure Indebtedness incurred by El Paso to acquire, construct, develop or substantially repair, alter or improve Operating Property or to provide funds for any Permitted Receivables Program (to the extent the sale by the Borrower such purpose or for reimbursement of funds previously expended for any such purpose; provided that such Indebtedness is incurred contemporaneously with, or within 24 months after, such acquisition or the applicable Subsidiary completion of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable construction, development or the proceeds thereof); andsubstantial repair, alteration or improvement; (m) Liens to secure Indebtedness ifsecure, immediately directly or indirectly, El Paso’s obligations with respect to debt issued by any Governmental Authority, including debt represented by securities issued by any such Governmental Authority (or providers of credit enhancement with respect to such securities), including, without limitation, El Paso’s obligations with respect to industrial development, pollution control or similar revenue bonds incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving El Paso’s Operating Property; (n) Liens on the property of Finsub incurred pursuant to the Receivables Program Documents and Liens in favor of Finsub granted by El Paso with respect to Receivables purportedly sold to Finsub by El Paso pursuant to the Receivables Program; (o) the Lien in favor of the Mortgage Indenture Trustee created by the Mortgage Indenture and securing the payment of its fees and expenses; (p) one or more attachments or other similar Liens on assets of El Paso arising in connection with court proceedings (i) in an aggregate principal amount not in excess of $10,000,000 (so long as El Paso has set aside adequate reserves therefor) or (ii) the execution of which has been stayed or which has been appealed and secured, if necessary, by an appeal bond; provided that in each case no Event of Default shall result therefrom; (q) any Lien arising by operation of law on the assets of El Paso in favor of any Governmental Authority with respect to any franchise, grant, license, permit or contract; and (r) Liens that are not otherwise permitted by any of the foregoing paragraphs of this Section 6.02; provided that, at the time that any such Lien is granted (and after the grant thereofgiving effect thereto), the aggregate outstanding principal amount of all Indebtedness outstanding under Section 6.01(c) and Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by this Section 7.04(h), does 6.02(r) shall not exceed the greater of (i) $750,000,000 or (ii) 15% of Total Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beCapital.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, ; 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 Borrower or any Subsidiary; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for IndebtednessIndebtedness for borrowed money), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), Subsidiary; provided that any (i) such Lien shall security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction) and (iii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided judgment liens securing judgments that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be have not resulted in an amount not greater than the amount Event of the obligations secured by the Lien extended, renewed or replacedDefault under Article VII; (k) any Lien non-exclusive licenses of Intellectual Property granted in the type described in clause (c) ordinary course of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderbusiness; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale interest or title of a lessor under any lease entered into by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor any of the purchaser thereof Subsidiaries in such accounts receivable or the proceeds thereof)ordinary course of business and covering only the assets so leased; and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens any matter that would not be permitted but for this clause (m), when aggregated with disclosed by an accurate survey or inspection of real property owned or leased by the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 Borrower or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beany Subsidiary.

Liens. Create, incur, assume or suffer to exist, or permit their Subsidiaries to exist create, incur, assume or suffer to exist, any Lien on any of their respective property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptother than: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided thatand disclosed in Schedule 9.03 hereto, but not any extension, renewal or increase in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofamount thereof; (b) Purchase money mortgages or other purchase money Liens (including, without limitation, finance leases) upon any Lien existing fixed or capital assets hereafter acquired, or Liens (including, without limitation, finance leases) on any property such assets hereafter acquired or asset prior to existing at the time of acquisition thereof by the Borrower of such assets, whether or not assumed, so long as (w) any Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply extend to or cover any other property or assets asset of the Borrower Borrowers or their Subsidiaries (except with respect to proceeds of such asset), (x) such Lien secures the obligation to pay the purchase price of such asset (or the obligation under such finance lease) only, (y) the principal amount secured by each such Lien does not exceed the unpaid purchase price for such asset and (z) the aggregate amount of Indebtedness secured by such purchase money Liens shall not exceed $25,000 at any Subsidiarytime; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's, or other like Liens arising in the ordinary course of business and securing obligations that sums which are not due and payable overdue; (d) pledges or which are being contested in compliance with Section 6.03deposits to secure obligations under worker's compensation laws or similar legislation; (e) pledges and or deposits to secure performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases made in the ordinary course of business in compliance with workmen’s compensationby the Borrower, unemployment insurance and other social security laws or regulationsas lessee; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), public or statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessBorrowers or their Subsidiaries; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beLender.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, exceptexcept Liens satisfying any of the following tests: (a) Liens on property or assets of the Borrower or any of and its Restricted Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further provided, however, that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof except as otherwise permitted hereunder; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary; provided, provided however, 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 Borrower or any Restricted Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) statutory liens of landlords in respect of property leased by the Borrower or any Restricted Subsidiary; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquired, constructed or improved by created under the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement Loan Documents to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, Obligations (and refinancings thereof); (j) other Liens to secure purchase-money Indebtedness (including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property Capital Lease Obligations) of the Borrower or any Restricted Subsidiary; ; and refinancings thereof; provided that (i) such Liens on the do not apply to any property or assets of the Borrower or any Restricted Subsidiary in favor consisting of the Borrower; franchise brands (jwhether now owned or hereafter acquired) extensions, renewals and replacements of Liens referred to in paragraphs related franchise agreements and (aii) through (i) of this Section 7.01, provided that any each such extension, renewal or replacement Lien shall be is limited to the property or and assets covered by the Lien extended, renewed or replaced and that the obligations secured by any acquired in connection with such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedpurchase-money Indebtedness; (k) any Lien other Liens to secure Non-Recourse Indebtedness of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale Borrower or disposition of such securities pending the closing of such sale or dispositionany Restricted Subsidiary and refinancings thereof; provided that such sale Liens do not apply to any property or disposition is otherwise permitted hereunder;assets of the Borrower or any Restricted Subsidiary consisting of franchise brands (whether now owned or hereafter acquired) and related franchise agreements; and (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by secure Recourse Indebtedness of the Borrower or the applicable any Restricted Subsidiary of its accounts receivable is deemed and permitted refinancings thereof; provided that (i) such Lien does not apply to give rise to a Lien in favor any property or assets of the purchaser thereof in Borrower or such accounts receivable Restricted Subsidiary consisting of franchise brands (whether now owned or the proceeds thereof); and hereafter acquired) and related franchise agreements and (mii) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate outstanding principal amount of all Recourse Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does shall not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be25,000,000 at any time.

Liens. Create, incur, assume or permit to exist any Lien on or with respect to any property or assets (including stock or other securities asset of any personkind of the Borrower or any of its Restricted Subsidiaries, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except: (a) (i) Liens on property or assets in favor of the Borrower or Collateral Agent for the benefit of the Secured Parties granted pursuant to any of its Subsidiaries Credit Document, (ii) Liens existing on the date hereof provided thatClosing Date and set forth on Schedule 6.2(a)(ii), in the case of the Borrower, any such Lien (iii) [reserved] and (iv) Liens on Collateral securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofunder Section 6.1(a)(v); (b) each of the following Liens (each, a “Permitted Encumbrance”), excluding any such Lien existing on imposed by any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that section of ERISA: (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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due Taxes, assessments, charges or which are being contested other governmental levies if the applicable Person is in compliance with Section 6.035.3 with respect thereto; (dii) statutory or common law (or restatements of such laws in underlying contracts) Liens of landlords, sub-landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03business; (eiii) (A) pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws legislation and (B) pledges and deposits in the ordinary course of business securing liability for reimbursement or regulationsindemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (fiv) pledges or deposits to secure the performance of bids, trade contracts, utilities, governmental contracts (other than for Indebtedness), and leases (other than capital leasesIndebtedness for borrowed money), statutory or regulatory obligations, surety surety, stay, customs and appeal bonds, advance payment 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; (gv) zoning restrictionscovenants, conditions, easements, rights-of-way, building codes, restrictions on use of real property (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances incurred and minor title defects or survey matters, in each case affecting Real Estate Assets and that do not in the ordinary course of business which, in the aggregate, are not substantial in amount and do not aggregate materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of and its Restricted Subsidiaries, taken as a whole; (hvi) Liens upon (A) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (B) on specific items of inventory or other goods and proceeds of any property acquiredPerson securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, constructed shipment or improved storage of such inventory or other goods in the ordinary course of business; (vii) Liens (A) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions; (viii) (A) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any Subsidiary which are created of its Restricted Subsidiaries in the ordinary course of business or incurred within 360 days not otherwise materially interfering with the Borrower’s or any of such acquisitionits Restricted Subsidiaries’ business taken as a whole and (B) non-exclusive licenses, construction sublicenses, leases or improvement subleases with respect to secure or provide for the payment of any part of the purchase price of such property assets granted to third Persons or the cost Borrower or a Restricted Subsidiary in the ordinary course of such construction business or improvementnot otherwise materially interfering with the Borrower’s or any of its Restricted Subsidiaries’ business taken as a whole; (ix) Liens arising out of conditional sale, including carrying costs title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (but no x) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other amounts)brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xi) Liens that are contractual, provided that any such Lien shall not apply statutory or common law provision relating to any banker’s liens, rights of set-off, rights of pledge or similar rights and remedies (A) relating to the establishment of depository relations with banks or other property deposit-taking financial institutions or investment or securities accounts, (B) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiaryof its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (ixii) Liens solely on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Lien extendedBorrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement in connection with any Investment, renewed Asset Sale, letter of intent or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise other transaction permitted hereunder; (lxiii) ground leases in respect of Real Estate Assets on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (xiv) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (xv) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; (xvi) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xvii) 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; (xviii) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or its Restricted Subsidiaries to secure the performance of the Borrower’s or such Restricted Subsidiary’s obligations under the terms of the lease for such premises; (xix) in the case of any non-wholly owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (xx) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (xxi) [reserved]; (xxii) Liens deemed to exist in connection with repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions; (xxiii) Liens on amounts deposited as “security deposits” (or their equivalent) and other Liens relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business in the ordinary course of business in connection with actions or transactions not prohibited by this Agreement; (xxiv) Liens on cash and Cash Equivalents securing obligations under master netting agreements and other Swap Contracts permitted hereunder; (xxv) Liens encumbering property or assets under construction (and proceeds or products thereof) arising from progress or partial payments by a customer of the Borrower or its Restricted Subsidiaries relating to such property or assets; (xxvi) Liens on cash, Cash Equivalents or other property arising in connection with any Permitted Receivables Program defeasance, discharge or redemption of Indebtedness; (xxvii) Liens deemed to exist in connection with Investments in repurchase agreements under Section 6.6; (c) Liens securing judgments or orders for the extent the sale payment of money not constituting an Event of Default under Section 8.1(h); (d) Liens on Margin Stock owned by the Borrower and Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the applicable Subsidiary ordinary course of its accounts receivable is deemed to give rise to a Lien business and not for speculative purposes; and (e) Liens (i) in favor of the purchaser thereof in such accounts receivable Borrower or the proceeds thereof); and (m) Liens to secure a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Credit Party securing permitted intercompany Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or and (ii) 15% in favor of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 Borrower or 6.04(a) any Guarantor; provided that any Lien made in favor of the Borrower or (b), as the case may beany Guarantor shall constitute Collateral.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its and the Subsidiaries existing on the date hereof provided thatand, in the case of the Borrower, any such Lien liens securing Indebtedness for borrowed money obligations in excess of $15,000,000 shall be 2,000,000 on the date hereof, set forth in Schedule 7.016.02; provided that such Liens (i) shall not apply to any other property or asset of the Borrower or any Subsidiary not subject to such lien as of the Effective Date and provided further that all Liens permitted by this paragraph (aii) shall secure only those obligations which they secure on the date hereofhereof and, other than in the case of judgments, extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary[intentionally omitted]; (c) Liens for taxes taxes, assessments or other governmental charges or claims that are not yet past due and payable or which are being contested in compliance with Section 6.03good faith by appropriate proceedings diligently conducted; (d) statutory Liens of banks (and rights of set-off) landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , workmen; or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03good faith by appropriate proceedings diligently conducted; (e) Liens, pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulations; (f) Liens, pledges or deposits to secure the performance of tenders, bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, government contracts, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, zoning restrictions, easements, rights-of-way, restrictions on use of real property encroachments, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesSubsidiary; (h) Liens upon any property acquiredsecuring judgments, constructed decrees or improved by attachments (or appeal or other surety bonds relating to such judgments), provided that no such judgment constitutes an Event of Default under clause (i) of Section 7.01 or Liens securing appeal or surety bonds related thereto; (i) Liens securing Indebtedness permitted pursuant to clause (e) of Section 6.01; provided that (i) such security interests are incurred, and the Borrower Indebtedness secured thereby is created, within 90 days after such acquisition (or any Subsidiary which are created or incurred within 360 days of such acquisitionconstruction), construction or improvement to secure or provide for (ii) the payment of any part of the purchase price of such property or Indebtedness secured thereby does not exceed the cost of such construction real property, improvements or improvement, including carrying costs equipment at the time of such acquisition (but no other amounts), provided that any or construction) and (iii) such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” existing on securities imposed pursuant to an agreement entered into for the sale any property or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (asset prior to the extent the sale acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any person that becomes a Subsidiary, or is merged with, or consolidated into, the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable Borrower or the proceeds thereof); and (m) Liens to secure Indebtedness ifany Subsidiary, immediately after the grant thereofdate hereof prior to the time such person becomes a Subsidiary, or is merged with or consolidated into the aggregate amount of all Indebtedness secured by Liens Borrower or any Subsidiary; provided that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 such Lien is not created in contemplation of, or (ii) 15% of Consolidated Net Tangible Assets as shown on in connection with, such acquisition or such person becoming a Subsidiary, or being merged with or consolidated into the most recent consolidated balance sheet delivered pursuant to Section 4.05 Borrower or 6.04(a) or (b)any Subsidiary, as the case may be., (ii) such Lien does not apply to any other property or asset of the Borrower or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Subsidiary, or is merged with or consolidated into the Borrower or any Subsidiary, as the case may be, and extensions, renewals and replacements thereof permitted by this Agreement; (k) licenses, leases or subleases and other intellectual property rights granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (l) any interest or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon;

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Restricted Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower Holdings or any of its Subsidiaries Restricted Subsidiary existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Closing Date and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to created under the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryLoan Documents; (c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (i) for taxes amounts not yet past due overdue or which (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of ten days) are being contested in compliance with Section 6.03good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) carriers’Liens incurred in the ordinary course of business in connection with workers’ compensation, warehousemen’sunemployment insurance and other types of social security, mechanics’or to secure the performance of tenders, materialmen’sstatutory obligations, repairmen’s surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other like Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) with respect to real property of the Restricted Subsidiaries, covenants, conditions, easements, rights-of-way, restrictions, encroachments, encumbrances and other imperfections or irregularities in title, in each case which were not incurred in connection with and do not secure Indebtedness for borrowed money and do not or will not interfere in any material respect with the ordinary conduct of the business of Holdings or any of the Restricted Subsidiaries or with the use of such real property for its intended use; (f) any interest or title of a lessor or sublessor under any lease of property permitted hereunder; (g) Liens arising solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business and Liens on a Specified Warehouse created in connection with a Sale and Lease Back Transaction involving such Specified Warehouse; (i) 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; (j) licenses of Patents, Trademarks, Copyrights, trade secrets, service marks, tradenames and any other intellectual property rights granted by Holdings or any of the Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the conduct of the business of Holdings or such Restricted Subsidiary; (k) construction liens arising in the ordinary course of business, including liens for work performed for which payment has not been made, securing obligations that are not due and payable or are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings or the relevant Restricted Subsidiary thereof shall have set aside on its books reserves as shall be required by GAAP; (l) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are for less than $5,000,000 in the aggregate, or which are being contested in compliance with Section 6.03good faith by appropriate proceedings or for property taxes on property (other than Mortgaged Property or property that, pursuant to the terms hereof, is required to become Mortgaged Property) that Holdings or one of the Restricted Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fm) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature made or incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (gn) zoning restrictions, easements, trackage rights, leases (other than Capital Leases), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichwhich were not incurred in connection with and do not secure Indebtedness for borrowed money, individually or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Holdings or any of the Restricted Subsidiaries or with the use of such real property for its Subsidiariesintended use; (ho) Liens upon any property acquired, constructed purchase money security interests in equipment or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such other property or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by any Restricted Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (i) such security interests secure Indebtedness permitted by Section 6.01(k), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such construction equipment or improvementother property or improvements at the time of such acquisition (or construction), including carrying transaction costs incurred by Holdings or any Restricted Subsidiary in connection with such acquisition (but no other amountsor construction), provided that any and (iv) such Lien shall security interests do not apply to any other property or assets of the Borrower Holdings or any SubsidiaryRestricted Subsidiary (other than to accessions to such equipment or other property or improvements; provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender); (p) Liens arising out of operating lease or Capital Lease transactions permitted under Section 6.01(k) and transactions permitted by Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (q) Liens securing judgments for the payment of money in an aggregate amount not in excess of $10,000,000 (except to the extent covered by insurance, and the Administrative Agent shall be reasonably satisfied with the credit of such insurer), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed; (r) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) pertaining to pooled deposit and/or sweep accounts of Holdings and/or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings and the Restricted Subsidiaries; (s) any Lien on any property or asset of Holdings or a Restricted Subsidiary securing Indebtedness (including Permitted Refinancing Indebtedness) permitted by Section 6.01(m); provided that such Lien does not apply to any other property or assets of Holdings or any of the Restricted Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and permitted hereunder which contains a requirement for the pledging of after acquired property, it being agreed that such after acquired property shall not include property of Holdings and the Restricted Subsidiaries, other than any such acquired Restricted Subsidiary of Holdings, that would have been included but for such acquisition); (t) the replacement, extension or renewal of any Lien permitted above; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (u) Liens securing the Refinancing Facility or Refinancing Notes permitted under Section 6.01(t); provided that such Liens are subject an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (v) subject to the Term Loan/Revolving Facility Intercreditor Agreement, the Liens securing Indebtedness permitted by Section 6.01(g); (w) other Liens not securing Indebtedness for borrowed money with respect to property or assets not constituting Collateral for the Obligations with an aggregate fair market value (valued at the time of creation thereof) of not more than $25,000,000 at any time; (x) Liens securing Indebtedness permitted under Section 6.01(o), in each case subject to the Second Lien Intercreditor Agreement; (y) Liens on the property or assets of any Foreign Subsidiary in favor of the Borrowersecuring Indebtedness permitted by Section 6.01; (jz) extensionsLiens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business, renewals consistent with past practices and replacements not for speculative purposes; (aa) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (bb) Liens referred that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of Holdings, any Borrower or any of its Restricted Subsidiaries in paragraphs the ordinary course of business; (acc) through Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (idd) any Lien (in the form of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be cash collateral in an amount not greater than to exceed 103% of the face amount of the obligations secured by outstanding letters of credit relating thereto) securing the Lien extended, renewed or replaced; Prepetition LC Facility (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (which may rank senior to the extent Liens created under the sale by Loan Documents with respect to the Borrower or cash securing the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereofPrepetition LC Facility); and (mee) Liens to secure Indebtedness if, immediately after securing Other Secured Obligations (under and as defined in the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (mRevolving Credit Agreement), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or permit to exist any Lien on any property of its real or personal properties, assets or rights of whatsoever nature (including stock or other securities of any person, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired), except:: 51 (a) Liens on property for taxes or assets of other governmental charges not at the Borrower time delinquent or any of its Subsidiaries existing on the date hereof provided thatbeing contested in good faith by appropriate proceedings and, in the case of the Borrowereach case, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofit maintains adequate reserves; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, landlords, mechanics, repairmen and securing obligations that are materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with leases, surety bonds, bids, performance bonds and similar obligations) for sums not due and payable overdue for a period of more than 30 days or which are being contested in compliance with Section 6.03; good faith by appropriate proceedings and not involving any deposits (e) pledges and other than deposits made to secure surety bonds, bids, performance bonds, trade contracts entered into in the ordinary course of business, leases not prohibited hereunder and other obligations of a similar nature incurred in the ordinary course of business and deposits permitted by Section 10.19(f), but excluding bonds of the types described in compliance with workmen’s compensationsubsection (e) below) or advances or borrowed money or the deferred purchase price of property or services, unemployment insurance and, in each case, for which it maintains adequate reserves; (c) Liens identified in Schedule 10.8 and Liens securing refinancings, refundings, renewals, replacements or extensions of the Debt originally secured by such Liens; provided that the amount of Debt secured thereby is not increased; (d) subject to the limitation set forth in Section 10.7(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition), (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired and (iii) Liens arising under Capital Leases; (e) attachments, appeal bonds, judgments and other social security laws similar Liens, for sums not exceeding $500,000 in the aggregate arising in connection with court proceedings, provided the execution or regulations; other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (f) deposits to secure the performance leases, subleases, encroachments, subdivisions, easements, rights of bidsway, trade contracts (other than for Indebtedness)restrictions, leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds minor defects or irregularities in title and other obligations similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; (g) Liens in favor of the Administrative Agent arising under the Loan Documents; (h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a like nature incurred creditor depository institution; 52 (i) licenses of patents, trademarks, or other intellectual property rights granted in the ordinary course of business; (gj) zoning restrictionsany interest or title of a lessor, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in licensor or sublessor under any lease or license entered into the ordinary course of its business which, in and covering only the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto assets so leased or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; licensed; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (ik) Liens on the property or assets of any Subsidiary Specified Insurance Policies in favor of the Borrower; holders of the Senior Subordinated Debt; and (jl) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of not otherwise permitted by this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to 10.8 so long as the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the aggregate outstanding principal amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), thereby does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be100,000.

Liens. CreateThe Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property or assets (including stock or other securities in, of any person, including any Subsidiary) now owned or hereafter acquired by it or on the property of the Borrower or any income or revenues or rights in respect of any thereofits Subsidiaries, except: (a) Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or assets of the Borrower thereafter can be paid without penalty, or any of are being contested in good faith and by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof;books. (b) Deposits or pledges to secure performance of bids, tenders, contracts (other than contracts for the repayment of Indebtedness), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for purposes of like general nature in the ordinary course of the Borrower's business or any Lien existing on any property or asset prior to the acquisition thereof Subsidiary's business. (c) Liens incurred by the Borrower or any Subsidiary, provided that (i) such Lien is not created in contemplation of or Subsidiary in connection with the acquisition of property provided such acquisition Liens shall attach only to the property acquired in the transactions in which such Liens were created or assumed and (ii) shall secure only the Indebtedness incurred to finance the cost of acquiring such Lien does not apply to any other property or assets of the Borrower or any Subsidiary;property. (cd) Liens for taxes arising out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation. (e) Liens incidental to the conduct of business or the ownership of properties and assets, including, those imposed by law, such as carrier's, warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business which secure payment of obligations not yet more than 60 days past due or which are being contested in compliance good faith by appropriate proceedings and for which adequate reserves shall have been set aside on its books in accordance with Section 6.03; (d) carriers’GAAP, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising incurred in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance connection with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;borrowed money. (f) deposits to secure the performance of bidsUtility easements, trade contracts (other than for Indebtedness)easements, leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easementssub-leases, rights-of-way, building restrictions on use of and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract from in any material way affect the value marketability of the property subject thereto same or interfere with the ordinary conduct of use thereof in the business of the Borrower or any of its the Subsidiaries;. (g) Liens existing on the date hereof. (h) Liens upon which secure only Indebtedness of any Domestic Subsidiary to the Borrower or another Domestic Subsidiary. (i) Subject to Section 8.5(c), Liens on property acquired, constructed or improved the purchase of which is being financed by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Domestic Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be, by letters of credit (or similar instruments) issued for the account of the Borrower or any Domestic Subsidiary, as the case may be, provided such Liens secure only the letter of credit (or similar instrument) which is being used to finance the purchase of such property and provided further such Liens attach only to such property. (j) Liens incurred by the Borrower in connection with the real estate located in Wood Dale, Illinois, known as the Corporate Headquarters of the Borrower securing debt not to exceed Twenty Five Million Dollars ($25,000,000.00). (k) Liens incurred by the Borrower and its Subsidiaries in connection with the Receivable Securitization not to exceed Fifty Million Dollars ($50,000,000.00) at any one-time outstanding.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary, but excluding Margin Stock to the extent that the value of such Margin Stock, determined in accordance with Regulation U, exceeds 25% of the value (as so determined) of the assets and properties that would be subject to this Section 6.01 without giving effect to this parenthetical, or such other maximum amount or percentage as is then provided for or permitted under Regulation U or any successor regulation in order that no Loan shall be deemed "indirectly secured" by Margin Stock for purposes of such regulation), now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of Company and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.01; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary, ; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition acqui- sition and (ii) such Lien does not apply to any other property or assets of the Borrower Company or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’mechanic's, materialmen’smater- ialmen's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that obliga- tions which are not due and payable or which are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation's com- pensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business busi- ness which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Company or any of its Subsidiaries; (h) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower Company or any Subsidiary which Subsidiary; provided that (i) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (ii) the Indebtedness secured thereby does not exceed 80% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iii) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower Company or any Subsidiary;; and (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens other than those referred to in sub- paragraphs (a) through (ih) of this Section 7.01above, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount sum of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness or other obligations which are secured or evidenced by Liens that would not be other than those referred to in subparagraphs (a) through (h) above plus the fair market value in the aggregate of properties sold by the Company in the sale and lease-back transactions permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h)under Sec- tion 6.02, does not at any time exceed the greater of (i) $750,000,000 or (ii) 15an amount equal to 10% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beStockholders' Equity.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the any Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Subsidiary, ; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and acquisition, (ii) such Lien does not apply to any other property or assets of the any Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) (i) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness and (ii) Liens on the receivables of the Scottish Borrower to secure Indebtedness of the Scottish Borrower in respect of performance bonds and similar obligations in an aggregate principal amount not to exceed (pound)3,000,000; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the any Borrower or any of its Subsidiaries; (hi) Liens upon purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by any property acquired, constructed or improved by the Borrower or any Subsidiary which (other than an Inactive Subsidiary) or in respect of Capital Lease Obligations; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(j), (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the any Borrower or any Subsidiary; (ij) Liens on arising from the property rendering of a final judgment or assets order that does not give rise to an Event of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedDefault; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or dispositionLiens securing Acquired Indebtedness; provided that (i) such sale Acquired Indebtedness was secured by such Liens at the time of the relevant Permitted Acquisition and such Liens were not incurred in contemplation thereof and (ii) such Liens do not extend to (x) any property of Terex or disposition is otherwise permitted hereunderthe Subsidiaries (other than the Acquired Person) or (y) to any property of the Acquired Person other than the property securing such Liens on the date of the relevant Permitted Acquisition; (l) Liens arising in connection with any Permitted Receivables Program (securing Refinancing Indebtedness, to the extent that the sale by the Borrower Indebtedness being refinanced was originally secured in accordance with this Section 6.02; provided that such Lien does not apply to any additional property or the applicable Subsidiary assets of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable Terex or the proceeds thereof); andany Subsidiary; (m) Liens in favor of Terex; and (n) Liens relating to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beFiat Collateral.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, ; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (except as permitted pursuant to Section 6.02(i)), (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising arising, in the case of such other like Liens, in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03;5.03; 74 68 (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred incurred, in the case of such other similar encumbrances, in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 85% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or construction) (or if such Indebtedness exceeds such 85% limit, such Indebtedness is non-recourse to Holdings, the cost of Borrower and the Subsidiaries) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (ij) Liens any Lien disclosed on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals marked and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited redated title insurance commitments delivered to the property or assets covered by Collateral Agent on the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedClosing Date; (k) Liens arising out of judgments or awards (other than any Lien of the type judgment that is described in clause (ci) of Article VII and constitutes a Default or Event of Default thereunder) in respect of which the definition Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the term “Lien” Borrower shall have set aside on securities imposed pursuant its books adequate reserves, in accordance with GAAP, with respect to an agreement entered into for the sale such judgment or disposition of such securities pending the closing of such sale or dispositionaward; provided that such sale or disposition is otherwise permitted hereunder;and (l) additional Liens arising in connection with on property or assets securing obligations (other than Indebtedness for borrowed money) not exceeding $250,000 at any Permitted Receivables Program (time, provided that, to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed any such Lien applies to give rise to a Lien any Collateral (as defined in favor of the purchaser thereof in any such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (mSecurity Document), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), such Lien does not exceed have priority over the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on Liens created under the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.Security Documents. 75 69

Liens. CreateThe Company shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or permit suffer to exist any Lien on the Property of the Company or any property or assets (including stock or other securities Subsidiary of any personthe Company, including any Subsidiary) whether now owned or hereafter acquired by it acquired, or on assign any income or revenues or rights right to receive any income, other than the following (collectively, the “Permitted Liens”) but subject to the limitation in respect of any thereof, except:Section 6.5(b): (a) Liens on property or assets of securing the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofObligations; (b) any Lien existing on any property Liens imposed by law, such as materialmen’s, mechanics’, builder’s, carriers’, workmen’s and repairmen’s liens, and other similar liens arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or asset prior to are the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created in contemplation subject of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiaryPermitted Protests; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that out of pledges or deposits under workers compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation to secure public or statutory obligations; (d) Liens for taxes, assessment, or other governmental charges which are not yet due and payable or which are being contested in compliance with Section 6.03the subject of Permitted Protests; (e) pledges Liens securing purchase money debt and deposits made Capital Leases permitted under Section 6.1(e); provided that each such Lien encumbers only the Property purchased in connection with the ordinary course creation of business in compliance with workmen’s compensation, unemployment insurance any such purchase money debt and other social security laws or regulationsthe amount secured thereby is not increased; (f) deposits Liens on Property of Persons which become Subsidiaries of a Borrower after the Effective Date and securing Permitted Debt; provided that, (i) such Liens are in existence at the time the respective Persons become Subsidiaries of a Borrower and were not created in anticipation thereof and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, and (B) is not increased in amount; (g) Liens arising from precautionary UCC financing statements regarding operating leases to the extent such operating leases are permitted hereby; (h) encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of the Company or such Subsidiary to use such assets in its business, and none of which is violated in any material aspect by existing or proposed structures or land use; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a depository institution; (j) Liens on cash or securities pledged to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligationstenders, surety and appeal bonds, advance payment government contracts, performance and return of money bonds, performance bonds bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (gk) zoning restrictionsjudgment and attachment Liens not giving rise to an Event of Default, easementsprovided that (i) any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and (ii) no action to enforce such Lien has been commenced; (l) in respect of any parcel of Real Property, rights-of-way, restrictions on use of real property and other similar encumbrances incurred defects or irregularities in the ordinary course title to such Real Property which in the opinion of business the Administrative Agents are of a minor nature and which, in the aggregate, are not substantial in amount and do will not materially detract from impair the value use of such Real Property for the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved purposes for which such Real Property is held by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiaryowner thereof; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown existing on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as Effective Date and set forth in Schedule 6.2 and covering only such property that is covered by such Lien on the case may beEffective Date.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Parent and the Subsidiaries existing on the date hereof provided thatand, in the case of the Borrower, any such Lien liens securing Indebtedness for borrowed money obligations in excess of $15,000,000 shall be 500,000, set forth in Schedule 7.016.02; provided that such Liens (i) shall not apply to any other property or asset of the Parent or any Subsidiary not subject to such lien as of the Effective Date and provided further that all Liens permitted by this paragraph (aii) shall secure only those obligations which they secure on the date hereofhereof and, other than in the case of judgments, extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to created under the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryLoan Documents; (c) Liens for taxes that are not yet past due and payable or which are being contested in compliance with Section 6.03good faith by appropriate proceedings diligently conducted; (d) statutory Liens of banks (and rights of set-off) landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , workmen; or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03good faith by appropriate proceedings diligently conducted; (e) Liens, pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulations; (f) Liens, pledges or deposits to secure the performance of tenders, bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, government contracts, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, zoning restrictions, easements, rights-of-way, restrictions on use of real property encroachments, restrictions, minor defects or irregularities in title and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower Parent or any of its SubsidiariesSubsidiary; (h) Liens upon any property acquiredsecuring judgments, constructed decrees or improved attachments (or appeal or other surety bonds relating to such judgments), provided that no such judgment constitutes an Event of Default under clause (i) of Section 7.01 or Liens securing appeal or surety bonds related thereto; (i) purchase money security interests in IT Assets, real property, improvements thereto or equipment now owned or hereafter acquired (or, in the case of improvements, constructed) by the Borrower Parent or any Subsidiary which Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days of such acquisitionconstruction), construction or improvement to secure or provide for (iii) the payment of any part of the purchase price of such property or Indebtedness secured thereby does not exceed the cost of such construction real property, improvements or improvement, including carrying costs equipment at the time of such acquisition (but no other amounts), provided that any or construction) and (iv) such Lien shall security interests do not apply to any other property or assets of the Borrower Parent or any Subsidiary; (ij) Liens any Lien existing on the any property or assets asset prior to the acquisition thereof by the Parent or any Subsidiary or existing on any property or asset of any person that becomes a Subsidiary in favor of after the Borrower; (j) extensions, renewals and replacements of Liens referred date hereof prior to in paragraphs (a) through the time such person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower such acquisition or the applicable Subsidiary of its accounts receivable is deemed to give rise to such person becoming a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b)Subsidiary, as the case may be, (ii) such Lien does not apply to any other property or asset of the Parent or any Subsidiary and (iii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof permitted by this Agreement; (k) licenses, leases or subleases and other intellectual property rights granted to others not interfering in any material respect with the business of the Parent or any Subsidiary; (l) any interest or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (o) Liens of sellers of goods to the Parent and any Subsidiary arising under Article 2 of the UCC in effect in the relevant jurisdiction or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens in the nature of municipal ordinances, zoning, entitlement, land use and environmental regulation; (q) Liens in connection with the WMG Guarantee Arrangement, provided that such Liens attach only to the property that is subject to the WMG Guarantee Arrangement; (r) Liens to secure Indebtedness of the type referred to in clause (p) of Section 6.01; (s) Liens to secure the Existing Letters of Credit; (t) Liens arising under or existing as a result of any federal, state or foreign securities or insurance regulatory law, in each case, that are generally applicable to Persons that are similarly situated to the Parent or its Subsidiaries and that are not unique to the Parent or its Subsidiaries. (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (v) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (w) Liens securing Indebtedness permitted pursuant to Section 6.01(h); provided any such Lien shall encumber only the rights and interests under the insurance policy that secures such Indebtedness; (x) Liens on assets of Borrower and its Guarantor Subsidiaries securing Indebtedness permitted pursuant to Section 6.01(n); (y) Liens on assets of the HMO Subsidiaries and Insurance Subsidiaries securing Indebtedness permitted pursuant to Section 6.01(t); (z) Liens securing Swap Obligations to the extent they are Cash Collateralized; and (aa) other Liens on assets other than the Collateral securing Indebtedness in an aggregate amount not to exceed $1,000,000 at any time outstanding.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Restatement Closing Date and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofRestatement Closing Date; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, ; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (except as permitted pursuant to Section 6.02(i)), (ii) such Lien does not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iii) such Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property; (cd) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising arising, in the case of such other like Liens, in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred incurred, in the case of such other similar encumbrances, in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(e), (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 85% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or construction) (or if such Indebtedness exceeds such 85% limit, such Indebtedness is non-recourse to Holdings, the cost of Borrower and the Subsidiaries) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (ij) Liens any Lien on any Mortgaged Property disclosed on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals marked and replacements of Liens referred redated title insurance commitment with respect to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited Mortgaged Property delivered to the property Collateral Agent on or assets covered by prior to the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedRestatement Closing Date; (k) Liens arising out of judgments or awards (other than any Lien of the type judgment that is described in clause (ci) of Article VII and constitutes a Default or Event of Default thereunder) in respect of which the definition Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the term “Lien” Borrower shall have set aside on securities imposed pursuant its books adequate reserves, in accordance with GAAP, with respect to an agreement entered into for the sale such judgment or disposition of such securities pending the closing of such sale or dispositionaward; provided that such sale or disposition is otherwise permitted hereunder;and (l) additional Liens arising in connection with on property or assets securing obligations (other than Indebtedness for borrowed money) not exceeding $500,000 at any Permitted Receivables Program (time, provided that, to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed any such Lien applies to give rise to a Lien any Collateral (as defined in favor of the purchaser thereof in any such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (mSecurity Document), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), such Lien does not exceed have priority over the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on Liens created under the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beSecurity Documents.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock Equity Interests or other securities of any personPerson, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of and its Restricted Subsidiaries existing on the date hereof provided thatEffective Date or the Funding Date and, in the case of the Borrowereach case, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofEffective Date and refinancings, extensions, renewals and replacements thereof permitted hereunder; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary after the Effective Date prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and any Permitted Refinancing thereof, and (iiiii) such Lien does not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (cd) Liens for taxes Taxes not yet past due or which are being contested in compliance with Section 6.035.04; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s landlords’ or other like Liens arising in the ordinary course of business and securing obligations that are not due overdue by more than 60 days and payable or which are being contested in compliance with Section 6.035.04; (ef) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) pledges (in the ordinary course of business and consistent with past practice) and deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, and other obligations permitted by Section 6.01(f), (g) or (h); (gi) encumbrances on real property that would be shown on a current and accurate survey and zoning restrictions, easements, rights-of-way, restrictions covenants, restrictions, agreements, reservations, riparian rights, mineral and air rights and similar encumbrances on use of real property and other similar encumbrances incurred imposed by law, recorded in the applicable land records, or arising in the ordinary course of business which, in the aggregate, are not substantial in amount and that do not materially detract from the value of the affected property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its SubsidiariesRestricted Subsidiaries and (ii) all matters shown on or referred to in loan title policies issued to the Collateral Agent and the Lenders; (hi) Liens upon any property acquiredpurchase money security interests in real property, constructed improvements thereto or improved assets hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which Restricted Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements judgment Liens securing judgments not constituting an Event of Liens referred Default under Article 7 or securing appeal or other surety bonds related to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedjudgments; (k) any Lien Liens created in favor of the type described United States of America or any department or agency thereof or any other contracting party or customer in clause (c) connection with advance or progress payments or similar forms of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale vendor financing or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderincentive arrangements; (l) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, or existing solely with respect to cash and Permitted Investments on deposit in connection with one or more accounts maintained by any Permitted Receivables Program (to the extent the sale by the Borrower Loan Party or the applicable any Restricted Subsidiary of its accounts receivable is deemed to give rise to a Lien the Borrower, in each case granted in the ordinary course of business in favor of the purchaser thereof in bank or banks which such accounts receivable or the proceeds thereof); andare maintained; (m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business, and Liens on assets on loan, consignment or lease to the Borrower or a Restricted Subsidiary in the ordinary course of business, including UCC financing statements related to such assets; (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent of a Permitted Acquisition or other Investment otherwise permitted hereunder; (o) Liens in favor of customs and revenue authorities arising as a matter of law to secure Indebtedness if, immediately after the grant thereof, the aggregate amount payment of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated customs duties in connection with the amount importation of Indebtedness goods in the ordinary course of business; (p) Liens securing Capital Lease Obligations permitted by under Section 7.04(h6.01(e), does not exceed the greater of ; (q) Liens on (i) $750,000,000 insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 6.01(i) and (ii) 15% deposits made in the ordinary course of Consolidated Net Tangible Assets business to secure liabilities for premiums to insurance carriers; (r) (i) Liens in the form of licenses, leases or subleases granted or created by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as shown on a whole and (ii) rights of Persons in possession under recorded or unrecorded leases, licenses, occupancy or concession agreements and easements entered into with the most recent consolidated balance sheet delivered Borrower or any Restricted Subsidiary in the ordinary course of business; (s) Liens attaching to decommissioning trust funds as may be required pursuant to Section 4.05 or 6.04(aany requirement of law; and (t) or (b), as the case may beother Liens in an aggregate amount not to exceed $50,000,000 at any time outstanding.

Liens. CreateOn or after the Closing Date, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Original Closing Date and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof and extensions, renewals and replacements thereof permitted hereunder; (b) any Lien existing on any property or asset prior to created under the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any SubsidiaryLoan Documents; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) Liens (other than any Lien imposed by ERISA), pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesincluding Capital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower Borrowers or any of its the Subsidiaries; (h) Liens upon any property acquired, constructed arising out of judgments or improved by the awards in respect of which a Borrower or any Subsidiary of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed U.S.$10,000,000 at any time outstanding; (i) [reserved]; (j) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrowers or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are created incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or incurred within 360 days construction), (iii) the Indebtedness secured thereby does not exceed 90% of the lesser of the cost or the fair market value of such acquisitionreal property, construction improvements or improvement to secure or provide for equipment at the payment of any part of the purchase price time of such property acquisition (or the cost of construction) and (iv) such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall security interests do not apply to any other property or assets of the Borrower Borrowers or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateNeither Borrower will, nor will El Paso permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries El Paso existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) Liens to secure the Obligations; (c) any Lien existing on any property or asset Operating Property prior to the acquisition thereof by the Borrower El Paso or any Subsidiary to secure Indebtedness assumed by El Paso or any Subsidiary, ; 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 either Borrower or any Subsidiary; (cd) Liens for taxes or assessments by any Governmental Authority not yet past due or which are being contested in compliance with Section 6.035.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’, licensors’ or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (ef) pledges and deposits made in the ordinary course of El Paso’s business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (fg) deposits by El Paso to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property or permit or license requirements and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business businesses of the Borrower Borrowers or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Material Subsidiary; (i) Liens to secure Indebtedness incurred by El Paso in connection with the acquisition or lease by El Paso in the ordinary course of business, after the date hereof, of furniture, fixtures, equipment and other assets not owned by El Paso on the property or assets date hereof; provided that (i) such Indebtedness shall not be secured by any Operating Property of any Subsidiary in favor El Paso other than the Operating Property with respect to which such Indebtedness is incurred and (ii) the Lien securing such Indebtedness shall be created within 90 days of the Borrowerincurrence of such Indebtedness; (j) extensions, renewals and replacements Liens of Liens referred a Mortgage Indenture to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be secure First Mortgage Bonds in an aggregate principal amount not greater than to exceed $700,000,000 issued in exchange for or to secure or to repurchase, repay or otherwise refinance the amount Indebtedness of El Paso under the obligations secured by the Lien extended, renewed or replacedSenior Unsecured Notes; (k) Liens to secure Indebtedness of any Lien person existing at the time such person is merged into or consolidated with, or such person disposes of the type described in clause all or substantially all its properties (cor those of a division) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale to, El Paso or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderany Material Subsidiary; (l) Liens arising in connection with to secure Indebtedness incurred by El Paso to acquire, construct, develop or substantially repair, alter or improve Operating Property or to provide funds for any Permitted Receivables Program (to the extent the sale by the Borrower such purpose or for reimbursement of funds previously expended for any such purpose; provided that such Indebtedness is incurred contemporaneously with, or within 24 months after, such acquisition or the applicable Subsidiary completion of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable construction, development or the proceeds thereof); andsubstantial repair, alteration or improvement; (m) Liens to secure secure, directly or indirectly, (i) El Paso’s obligations with respect to debt issued by any Governmental Authority, including debt represented by securities issued by any such Governmental Authority (or providers of credit enhancement with respect to such securities), including, without limitation, El Paso’s obligations with respect to industrial development, pollution control or similar revenue bonds incurred for the purpose of financing all or any part of the purchase price or the cost of substantially repairing or altering, constructing, developing or substantially improving El Paso’s Operating Property (any such debt being referred to herein as “Specified Debt”), and (ii) El Paso’s obligations with respect to Indebtedness ifissued in exchange for or to repurchase or repay or otherwise refinance any Specified Debt; (n) Liens on the property of any Receivables Subsidiary incurred pursuant to the Receivables Facility Documents and Liens in favor of any Receivables Subsidiary granted by El Paso or any other Subsidiary with respect to Receivables purportedly sold to any Receivables Subsidiary by El Paso or such other Subsidiary pursuant to a Receivables Facility; (o) Liens created by a Mortgage Indenture and securing the payment of the fees and expenses of the trustee in respect of such Mortgage Indenture; (p) one or more attachments or other similar Liens on assets of El Paso or any Subsidiary arising in connection with court proceedings (i) in an aggregate principal amount not in excess of $20,000,000 (so long as El Paso or such Subsidiary has set aside adequate reserves therefor) or (ii) the execution of which has been stayed or which has been appealed and secured, immediately if necessary, by an appeal bond; provided that in each case no Event of Default shall result therefrom; (q) any Lien arising by operation of law on the assets of El Paso or any Subsidiary in favor of any Governmental Authority with respect to any franchise, grant, license, permit or contract; and (r) Liens that are not otherwise permitted by any of the foregoing paragraphs of this Section 6.02; provided that, at the time that any such Lien is granted (and after the grant thereofgiving effect thereto), the aggregate outstanding principal amount of all Indebtedness outstanding under Section 6.01(c) and Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by this Section 7.04(h), does 6.02(r) shall not exceed the greater of (i) $750,000,000 or (ii) 15% of Total Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beCapital.

Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptother than the following: (a) Liens on property or assets of the Borrower or pursuant to any of its Subsidiaries Loan Document; (b) Liens existing on the date hereof provided that, in the case of the Borrower, and listed on Schedule 7.01 and any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property renewals or asset prior to the acquisition thereof by the Borrower or any Subsidiaryextensions thereof, provided that (i) such Lien the property covered thereby is not created in contemplation of or in connection with such acquisition and changed, (ii) such Lien does the amount secured or benefited thereby is not apply to increased, (iii) the direct or any other property contingent obligor with respect thereto is not changed, and (iv) any renewal or assets extension of the Borrower obligations secured or any Subsidiarybenefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet past due taxes, fees, assessments, or other charges of a Governmental Authority which are not delinquent or statutory Liens for taxes, fees, assessments or other charges of a Governmental Authority in an amount not to exceed $5,000,000; provided that the payment of such taxes which are due and payable is being contested in compliance good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with Section 6.03GAAP on the applicable Person's books and records and a stay of enforcement of any such Lien is in effect; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course consisting of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance insurance, social security, and other social security laws similar laws, or regulations; (f) deposits to secure the performance of bids, trade tenders, or contracts (other than for the repayment of Indebtedness)) or to secure indemnity, leases performance, or other similar bonds for the performance of bids, tenders, or contracts (other than capital leases), for the repayment of Indebtedness) or to secure statutory obligations, obligations (other than Liens arising under ERISA or Environmental Laws) or surety and appeal or appeals bonds, advance payment or to secure indemnity, performance, or other similar bonds; (e) Liens securing the claims or demands of materialmen, performance bonds mechanics, carriers, warehousemen, landlords, and other obligations similar Persons, provided that if any such Lien arises from the nonpayment of a like such claims or demands when due, such claims or demands do not exceed $1,000,000 in the aggregate; (f) Liens constituting encumbrances in the nature incurred of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any real property, provided that any such Liens do not in the aggregate materially detract from the value of such real property or materially interfere with its use in the ordinary course conduct of a Borrower's business; (g) zoning restrictionsLiens which constitute purchase money Liens and secure Indebtedness permitted under Section 7.03(e), easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and provided that (i) such Liens do not materially detract from encumber any property other than the value property financed by such Indebtedness and (ii) the Indebtedness thereby secured does not exceed the cost or fair market value, whichever is lower, of the property subject thereto or interfere with being acquired on the ordinary conduct date of the business of the Borrower or any of its Subsidiariesacquisition; (h) Liens upon any property acquired, constructed arising from judgments and attachments or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts)pre-judgment attachments in connection with court proceedings, provided that any the attachment or enforcement of such Lien shall Liens would not apply result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, adequate financial reserves have been established on the applicable Person's books and records in accordance with GAAP, no material property is subject to any other property a material risk of loss or forfeiture, the Borrower claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles), and a stay of execution pending appeal or any Subsidiary;proceeding for review is in effect; and (i) Liens on the property or assets of any Subsidiary in favor of the Borrower; (j) extensions, renewals and replacements of Liens not otherwise referred to in paragraphs clauses (a) through (ih) of this Section 7.01above securing Indebtedness, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of including all Indebtedness secured by Liens that would referred to in clauses (a) through (h) above, not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not to exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be25,000,000 in aggregate principal amount.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any the Borrower and each Subsidiary) now at the time owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Borrower or any of its Subsidiaries Subsidiary existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Closing Date that are set forth in on Schedule 7.016.02(a); and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which that they secure on the date hereof; Closing Date (band extensions, renewals and refinancings of such obligations permitted by Section 6.01(a)) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is and shall not created in contemplation of or in connection with such acquisition and (ii) such Lien does not subsequently apply to any other property or assets of the Borrower or any Subsidiary; (b) any Lien created under the Loan Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) Liens for taxes Taxes, assessments or other governmental charges or levies not yet past due delinquent or which that are being contested in compliance with Section 6.035.03; (d) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable overdue by more than 30 days or which that are being contested in compliance good faith by appropriate proceedings and in respect of which, if applicable, the Borrower and the Subsidiaries shall have set aside on their books reserves in accordance with Section 6.03GAAP; (ei) pledges and deposits made in the ordinary course of business in compliance with workmen’s the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment performance and return of money bonds, performance bonds bids, leases, government contracts, trade contracts, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred pursuant to Environmental Law in the ordinary course of business; (g) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its SubsidiariesSubsidiary; (h) Liens upon any purchase money security interests in equipment or other property acquiredor improvements thereto hereafter acquired (or, constructed or improved in the case of improvements, constructed) by the Borrower or any Subsidiary which (including the interests of vendors and lessors under conditional sale and title retention agreements); provided that (i) such security interests secure Indebtedness permitted by Section 6.01(h) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests are created or incurred incurred, and the Indebtedness secured thereby is created, within 360 270 days of after such acquisition, construction or improvement to secure or provide for (iii) the payment Indebtedness secured thereby does not exceed 100% of any part of the purchase price of such property or the cost of such construction equipment or improvementother property or improvements at the time of such acquisition or construction, including carrying transaction costs incurred by the Borrower or any Subsidiary in connection with such acquisition and (but no other amounts), provided that any iv) such Lien shall security interests do not apply to any other property or assets of the Borrower or any Subsidiary (other than to accessions to such equipment or other property or improvements but not to other parts of the property to which any such improvements are made); provided, further, that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender; (i) Liens arising out of capitalized lease transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (j) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); provided that such Liens, to the extent that they secure aggregate amounts of more than $2.0 million, shall be discharged within 60 days of the creation thereof; (k) Liens disclosed by any title insurance policy delivered on or subsequent to the Closing Date and pursuant to Section 5.10, which Liens (x) are extinguished within 30 days following the delivery of such title insurance policy, (y) do not, in the good faith judgment of the Borrower, detract materially from the value of the property covered by such title insurance policy or (z) are reasonably acceptable to the Administrative Agent; (l) any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (m) 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 or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; (n) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (o) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01(f) or (k) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (p) licenses of intellectual property granted in the ordinary course of business; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (r) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (s) other Liens with respect to property or assets of the Borrower or any Subsidiary; provided that such property and assets shall have an aggregate fair market value (valued at the time of creation of the Liens) of not more than $3.5 million; (it) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (u) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of its Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (v) Liens arising from precautionary UCC financing statements regarding operating leases; (w) Liens on equity interests in joint ventures held by the property Borrower or assets a Subsidiary securing obligations of any Subsidiary in favor of the Borrower;such joint venture; and (jx) extensions, renewals and replacements Liens on securities that are the subject of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in repurchase agreements constituting Permitted Investments under clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateThe Borrower shall not, nor shall it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on upon or with respect to any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, except:except for the following (“Permitted Liens”): (a) Liens that secure Indebtedness incurred or created under the Financing Documents and, so long as the Loan Obligations are also secured on property a pari passu basis, under the Other Borrower Financing Documents or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofother Indebtedness; (b) any Lien existing on any property Liens, deposits or asset prior to the acquisition thereof by the Borrower pledges incurred or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested under applicable Governmental Rules in compliance connection with Section 6.03or to secure the performance of bids, tenders, contracts, leases, statutory obligations, surety bonds or appeal bonds; (ec) pledges and deposits made in the ordinary course of business in compliance with workmen’s workers’ compensation, unemployment insurance and other social security laws or regulationsregulations (but not ERISA); (d) mechanics’, materialmen’s, workers’, contractors’, repairmens’, employees’, warehousemen’s, carriers’, maritime, customs, or other like Liens arising in the ordinary course of AMERICAS/2023601509.12023601509.4 66 business or under Governmental Rules securing obligations which are not yet due, or which are adequately bonded and which are being contested pursuant to the Permitted Contest Conditions; (e) Liens for Taxes, assessments or governmental charges, which are not yet due or which are being contested pursuant to the Permitted Contest Conditions; (f) deposits to secure the performance Liens arising out of bids, trade contracts judgments or awards fully covered by insurance (other than customary deductibles) or with respect to which an appeal or proceeding for Indebtedness)review is being prosecuted pursuant to the Permitted Contest Conditions, leases or that do not constitute an Event of Default under clause (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations i) of a like nature incurred in the ordinary course of businessArticle VII; (g) zoning restrictionseasements, easementsservitudes (contractual and legal), rights-of-way, restrictions on use of real property restrictions, encroachments, protrusions and other similar encumbrances incurred in the ordinary course of business and minor title defects affecting real property which, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesapplicable Subsidiary; (h) Liens upon zoning, building and other generally applicable land use restrictions, which, in the aggregate, do not in any property acquired, constructed or improved by case materially interfere with the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part ordinary conduct of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property business of the Borrower or any applicable Subsidiary; (i) Liens that have been placed by a third party on the fee title of leased real property or assets of any property over which the Borrower or applicable Subsidiary in favor of the Borrowerhas easement, servitude, right-of-way or franchise rights, and subordination or similar agreements relating thereto; (j) extensionsany interest of a lessor or licensor in property under an operating lease under which the Borrower or any Subsidiary is lessee or licensee, renewals and replacements any restriction or encumbrance to which the interest of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal lessor or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedlicensor is subject; (k) any Lien leases or subleases granted to others that do not materially interfere with the ordinary conduct of business of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderBorrower and its Subsidiaries; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale licenses of intellectual property granted by the Borrower or any Subsidiary in the applicable Subsidiary ordinary course of its accounts receivable is deemed to give rise to a Lien in favor business and not materially interfering with the ordinary conduct of the purchaser thereof in such accounts receivable or business of the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.Borrower and its Subsidiaries;

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including the Borrower and any Subsidiary) now at the time owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens on property or assets of the Borrower or any of its and the Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Closing Date (x) and set forth in on Schedule 7.016.02(a), and any modifications, replacements, renewals or extensions thereof; and provided further provided, that all such Liens permitted by this paragraph (a) shall secure only those obligations which that they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is Closing Date and shall not created in contemplation of or in connection with such acquisition and (ii) such Lien does not subsequently apply to any other property or assets of the Borrower or any SubsidiarySubsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof or (y) related to Indebtedness permitted under Section 6.01(b) secured by Liens as of the Closing Date may be secured by Liens on after-acquired property or assets to the extent otherwise permitted under this Section 6.02; (b) any Lien created under the Loan Documents (including, without limitation, Liens created under the Loan Documents securing Obligations in respect of Swap Agreements); (c) [Reserved]; (d) Liens for taxes Taxes, assessments or other governmental charges or levies not yet past due delinquent or which that are being contested in compliance with Section 6.035.03; (de) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction or other like Liens arising in the ordinary course of business and business, securing obligations that are not due and payable overdue by more than 30 days or which that are being contested in compliance good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with Section 6.03GAAP; (ei) pledges and deposits and other Liens made in the ordinary course of business in compliance with workmen’s the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulationsregulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (fg) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment performance and return of money bonds, performance bonds bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Borrower or any Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (gh) zoning restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights-of-, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect to the use of real property Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business whichand title defects or irregularities that are of a minor nature and that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on securing Indebtedness permitted by Section 6.01(i) (limited to the assets subject to such Indebtedness); (j) Liens arising out of capitalized lease transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(g); (l) Liens disclosed by the title insurance policies delivered pursuant to Section 5.10 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business; (o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights; (p) Liens securing obligations in respect of trade related letters of credit, bank guarantees or similar obligations permitted under Section 6.01(f), (i) or (k) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) [Reserved]; (t) Liens with respect to property or assets of any Foreign Subsidiary (including CGHL and/or its Subsidiaries) securing (i) Indebtedness or other obligations of a Foreign Subsidiary permitted or not restricted under Section 6.01 in favor of the Borroweran aggregate outstanding amount under this clause (t)(i) not to exceed $5,000,000 and (ii) any Gibraltar Facility and/or any Permitted Gibraltar Refinancing Indebtedness in respect thereof; (ju) extensions, renewals and replacements of other Liens referred to in paragraphs (a) through on the Collateral securing (i) of this Section 7.01the Obligations, provided that any such extension, renewal or replacement Lien shall be limited (ii) subject to the property or assets covered by ABL Intercreditor Agreement, the Senior Secured First Lien extendedNotes and the Prepetition Term Loan Facility and (iii) subject to the Second Lien Intercreditor Agreement, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Senior Secured Second Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replacedNotes; (kv) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any Lien transaction otherwise permitted under this Agreement; (x) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (y) Liens on securities that are the type described in subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunderthereof; (lz) Liens arising securing Indebtedness incurred in connection with reliance on Sections 6.01(k) and/or (v); (aa) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Permitted Receivables Program (Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent the sale by the Borrower or permitted under Section 6.01; (bb) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien unearned insurance premiums; (cc) Liens in favor of the purchaser thereof Borrower or any Subsidiary that is a Loan Party; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in such accounts receivable or form and substance reasonably satisfactory to the proceeds thereof)Administrative Agent; andand/or (mdd) Liens to secure Indebtedness ifreservations, immediately after limitations, provisos and conditions expressed in any original grant from the grant Crown for real estate owned by any Foreign Subsidiary organized under the laws of Canada or any territory or province thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. Create, incur, assume or permit to exist any Lien on ----- any property or assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights (excluding rights of first refusal) in respect of any thereof, except:except (without duplication): (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be and set forth in Schedule 7.016.02; and provided further provided, however, that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofhereof except as otherwise permitted hereunder; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided, provided however, 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03; (d) carriers’', warehousemen’s's, mechanics’, materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.035.03; (e) statutory liens of landlords in respect of property leased by the Borrower or any Subsidiary; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (fg) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (hi) Liens upon any property acquired, constructed or improved by created under the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement Loan Documents to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, Obligations; (j) other Liens to secure permitted purchase-money Indebtedness (including carrying costs (but no Capital Lease Obligations) and other amounts), provided that any such Lien shall not apply to any other property Non-Recourse Indebtedness of the Borrower or any Subsidiary; ; provided that (i) Liens on the such Lien does not apply to any property or assets of the Borrower or any Subsidiary in favor consisting of the Borrower; franchise brands (jwhether now owned or hereafter acquired) extensions, renewals and replacements of Liens referred to in paragraphs related franchise agreements and (aii) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be is limited to the property or and assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising acquired in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or financing and the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be.

Liens. CreateThe Consolidated Financial Covenant Entities (other than Excluded Subsidiaries) shall not create, incur, assume or permit suffer to exist any Lien on any property or assets (including stock or other securities Liens of any person, including nature whatsoever on or with regard to any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, excepttheir assets other than: (a) Liens securing the payment of taxes, either not yet due or the validity of which is being contested in good faith by appropriate proceedings, and as to which Borrower shall, if appropriate under GAAP, have set aside on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; ’s books and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofrecords adequate reserves; (b) any Lien existing on any property Liens securing deposits under workmen’s compensation, unemployment insurance, social security and other similar laws, or asset prior to securing the acquisition thereof by performance of bids, tenders, contracts (other than for the Borrower repayment of borrowed money) or any Subsidiaryleases, provided that or securing indemnity, performance or other similar bonds for the performance of bids, tenders, contracts (iother than for the repayment of borrowed money) such Lien is not created or leases, or securing statutory obligations or surety or appeal bonds, or securing indemnity, performance or other similar bonds in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets the ordinary course of the Borrower or any SubsidiaryBorrower’s business, which are not past due; (c) Liens for taxes not yet past due securing the interests of the broker or which are being contested in compliance other counterparty with Section 6.03respect to any Margin / Swap Account; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and upon Transportation Assets securing obligations that are not due and payable or which are being contested in compliance with Section 6.03Limited Recourse Debt; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulationsLiens securing Recourse Debt permitted under Section 6.12; (f) deposits to secure the performance statutory Liens of bidslandlords and Liens of carriers, trade contracts (other than for Indebtedness)warehousemen, leases (other than capital leases)mechanics, statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property materialmen and other similar encumbrances Liens, in each case, incurred in the ordinary course of business which, in the aggregate, are for sums not substantial in amount yet due and do not materially detract from the value payable; (g) statutory Liens of the property subject thereto or interfere any Farm Credit System Institution with the ordinary conduct of the business of the Borrower or respect to any of its Subsidiaries;Farm Credit Equities; and (h) Liens upon any property acquiredLiens, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary than those described in favor of the Borrower; (j) extensions, renewals and replacements of Liens referred to in paragraphs (aSection 6.10(a) through (ig) of this Section 7.01above, provided existing on the date hereof and described in Schedule 6.10, together with renewals and extensions thereof that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount do not greater than increase the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may besuch Liens.

Liens. Create, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or assets (including stock or other securities of any personrevenues, including any Subsidiary) whether now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereofacquired, exceptexcept for: (a) Liens on property for taxes, assessments, governmental charges, levies or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes claims not yet past due or which are being contested in compliance good faith by appropriate proceedings (excluding Liens arising under any Environmental Laws, Liens in favor of the Internal Revenue Service of the United States, the PBGC or any Plan), provided that adequate reserves with Section 6.03respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (db) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that which are not due and payable overdue for a period of more than 60 days or which are being contested in compliance with Section 6.03good faith by appropriate proceedings; (ec) pledges and or deposits made in the ordinary course of business in compliance connection with workmen’s workers' compensation, unemployment insurance and other social security laws legislation and deposits securing liability to insurance carriers under insurance or regulationsself insurance arrangements; (fd) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property licenses, restrictions, encroachments and other similar encumbrances incurred in the ordinary course of the business of the Borrower or such Subsidiary or, with respect to any Tower, existing on the date of the Acquisition of such Tower, which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or (1) interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole, or (2) impair the use or operations of the Tower Properties, taken as a whole; (e) Liens created by lease agreements, statute or common law to secure the payments of rental amounts and other sums not yet due thereunder; (f) Liens on Leased Property created by an owner or lessor thereof; (g) Licenses, sublicenses, leases or subleases granted by the Borrower or such Subsidiary in the ordinary course of its businesses and not expressly prohibited by any provision of this Agreement or any other Loan Document and not materially interfering with the conduct of the business of the Borrower or any of its Subsidiariessuch Subsidiary; (h) Liens upon any property acquiredcreated pursuant to the Security Documents, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisitionPinnacle Towers Credit Agreement, construction or improvement to secure or provide for and the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any SubsidiaryPermitted Securitization; (i) Liens in the ordinary course of business on (i) cash to secure performance of statutory obligations, surety or appeal bonds, performance bonds, bids or tenders or (ii) escrow deposits in connection with Acquisitions by Pinnacle Towers and/or any of its Subsidiaries permitted hereunder which secure an amount not to exceed at any time $12,000,000 in the property or assets of any Subsidiary in favor of the Borroweraggregate; (j) extensions, renewals Liens on Indebtedness of Pinnacle Towers Limited and replacements of Liens referred its Subsidiaries permitted pursuant to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced7.01(i); (k) any Lien Liens securing the payment of the type described judgments which do not result in clause (c) an Event of the definition of the term “Lien” on securities imposed pursuant Default and which are being appealed and contested in good faith, have been adequately bonded pending such appeal and with respect to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or dispositionwhich enforcement has been stayed; provided that such sale or disposition is otherwise permitted hereunder;and (l) Liens arising in connection with securing the payment of any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may be▇▇▇▇ ▇▇▇▇▇ Indebtedness.

Liens. CreateNo Borrower, nor any Subsidiary of a Borrower shall, at any time, incur, create, assume or permit to exist exist, any Lien on any of its property or assets (including stock assets, tangible or other securities of any personintangible, including any Subsidiary) now owned or hereafter acquired by it owned, or on any income or revenues or rights in respect of any thereofagree to become liable to do so, except: (a) such Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be Closing Date and set forth in on Schedule 7.01; and provided further that all Liens permitted by 6.01 to this paragraph (a) shall secure only those obligations which they secure on the date hereofAgreement; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created Liens granted in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets favor of the Borrower or any SubsidiaryAgent on behalf of the Banks; (c) Liens for taxes not yet past due pledges or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s under workers compensation, unemployment insurance and other social security laws laws, or regulations; (f) deposits to secure the performance of bids, trade tenders, contracts (other than for Indebtedness), the repayment of borrowed money) or leases (other than capital leases), or to secure statutory obligations, obligations or surety and appeal bonds, advance payment bonds, performance or similar bonds and other obligations of a like nature incurred used in the ordinary course of business; (d) Liens arising from taxes, assessments, fees, charges, levies or claims described in Section 5.05 of this Agreement; (e) purchase money security interests to secure Indebtedness permitted under Section 6.02(e); provided, however, that such security interest shall be limited solely to the equipment purchased with the proceeds of such Indebtedness; (f) any unfiled materialmen's, mechanics, workmen's and repairmen's Liens (provided, that if such a Lien shall be filed or perfected, it shall be discharged of record immediately by payment, bond or otherwise); (g) zoning restrictionsattachment, judgment and other similar Liens arising in connection with court proceedings, so long as the existence of such Liens do not cause an Event of Default under Section 7.01(i) or 7.01(j) hereof; (h) reservations, exceptions, encroachments, easements, rights-of-rights of way, restrictions on use of real property covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided that they do not, individually or in the aggregate, diminish the fair market value of the real property affected thereby or the utility of such real property for the purposes for which such property is presently devoted; (i) Liens or deposits made in connection with contracts with or made at the request of the United States of America or any department or agency thereof resulting from progress payments or partial payments under any such contracts, incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto Borrowers or interfere with the ordinary conduct of the business of the Borrower or any of its their Subsidiaries; (h) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower;; and (j) extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered granted by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens ▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇ to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be loans permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a6.04(f) or (b), as the case may behereof.

Liens. Create, incur, assume or permit to exist any Lien on any property or assets (assets, including stock or other securities of any person, including any SubsidiaryPerson (other than assets sold pursuant to the Receivables Transfer Program) now owned or hereafter acquired by it or on assign or convey any income rights to or revenues or rights security interests in respect of any thereoffuture revenue, except: (a) Liens on property or assets of the Borrower or any of and its Subsidiaries existing on the date hereof provided that, in Restatement Closing Date which (with the case exception of existing Liens consisting of the Borrower, any such Lien securing Indebtedness for borrowed money in excess interests of $15,000,000 shall be lessors under Capital Leases) are set forth in Schedule 7.016.01; and provided further that all such Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereofRestatement Closing Date; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, ; 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 Borrower or any Subsidiary; (c) Liens for taxes not yet past due or which are being contested in compliance with Section 6.035.03 and judgment liens securing judgments which have not given rise to Events of Default; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which that are being contested in compliance with Section 6.035.03; (e) pledges and deposits made in the ordinary course of business in compliance with workmen’s 's compensation, unemployment insurance and other social security laws or regulations; (f) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital leasesCapital Lease Obligations), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (h) other Liens upon to secure Indebtedness of the Borrower and/or any property acquiredSubsidiary, constructed so long as after giving effect thereto, the sum of (A) the aggregate outstanding principal amount of Indebtedness secured by Liens under this Section 6.01(h) and (B) the aggregate outstanding capitalized amount of the obligations of the Borrower and the Subsidiaries to pay rent or improved other amounts as a result of all Sale-Leaseback Transactions permitted under Section 6.02 does not exceed 25% of Consolidated Net Worth at such time; (i) the interest of any lessor under any Capital Lease and purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), and financed with Indebtedness; provided that any (i) such Lien shall lessor's interests or security interests secure only Indebtedness, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction) and (iii) such security interests do not apply to any other property of the Borrower or any Subsidiary; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower;assets; and (j) extensions, renewals and replacements of Liens created by the "Collateral Documents" referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness secured by Liens that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), as the case may beMetris Facility.

Liens. Create, incur, assume or permit suffer to exist any Lien on Lien, upon or with respect to any property or assets (including stock or other securities of any personits properties, including any Subsidiary) now owned or hereafter acquired acquired; provided, however, that the following shall be permitted except to the extent that they would encumber any interest in the Leased Property in violation of other provisions of this Lease or would encumber Collateral covered by it or on any income or revenues or rights in respect of any thereof, exceptthe Pledge Agreement: (a) Liens on property or assets of the Borrower or any of its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary, 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 Borrower or any Subsidiary; (c) Liens for taxes or assessments or other government charges or levies if not yet past due and payable or which if they are being contested in compliance with Section 6.03good faith by appropriate proceedings and for which appropriate reserves are maintained; (db) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising that secure obligations incurred in the ordinary course of business and securing obligations business, that are not past due and payable for more than thirty (30) days (or which that are being contested in compliance with Section 6.03good faith by appropriate proceedings and for which appropriate reserves have been established) and that: (1) are imposed by law, such as mechanic's, materialmen's, landlord's, warehousemen's and carrier's Liens, and other similar Liens; or (2) encumber only equipment or other tangible personal property and any proceeds thereof (including Liens created by equipment leases) and are imposed to secure the payment of the purchase price or other direct costs of acquiring the equipment or other tangible personal property they encumber; (ec) pledges and deposits made in the ordinary course of business in compliance with Liens under workmen’s 's compensation, unemployment insurance and other insurance, social security laws or regulationssimilar legislation (other than ERISA); (fd) Liens, deposits or pledges to secure the performance of bids, trade tenders, contracts (other than contracts for Indebtednessthe payment of money), leases (other than capital leases), public or statutory obligations, surety and appeal surety, stay, appeal, indemnity, performance or other similar bonds, advance payment bonds, performance bonds and or other similar obligations of a like nature incurred arising in the ordinary course of business; (ge) zoning restrictions, judgment and other similar Liens arising in connection with court proceedings; provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; f) easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from interfere with the occupation, use and enjoyment by Tenant or any such Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiariesthereto; (g) Liens securing obligations of such a Subsidiary to Tenant or to another such Subsidiary; h) Liens upon any property acquired, constructed or improved by incurred after the Borrower or any Subsidiary which are created or incurred within 360 days date of such acquisition, construction or improvement this Lease given to secure or provide for the payment of the purchase price or other direct costs incurred in connection with the acquisition, construction, improvement or rehabilitation of assets, including Liens existing on such assets at the time of acquisition thereof or at the time of acquisition by Tenant or a Subsidiary of any part business entity (including a Subsidiary) then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts)assets to which they attach, provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (i) except in the case of Liens existing on assets at the time of acquisition of a Subsidiary then owning such assets, the Lien shall be created within six (6) months of the later of the acquisition of, or the completion of the construction or improvement in respect of, such assets and shall attach solely to such assets, and (ii) except in the case of Liens existing on assets at the time of acquisition of a Subsidiary then owning such assets, at the time such Liens are imposed, the aggregate amount remaining unpaid on all Debt secured by Liens on such assets whether or not assumed by Tenant or a Subsidiary shall not exceed an amount equal to seventy-five percent (75%) of the lesser of the total purchase price or fair market value, at the time such Debt is incurred, of such assets; i) existing mortgages and deeds of trust as of the date of this Lease; j) Liens created by the Lease Agreement dated as of July 14, 1994 between Landlord and Tenant, evidenced by a short form dated July 15, 1994, recorded in Book N520, Page 1474 of the Official Records of Santa C▇▇▇▇ County, California, or by the other agreements executed in connection therewith (including the Pledge Agreement and Custodial Agreement referenced therein); k) Liens created by the Lease Agreement dated as of October 4, 1996 between Landlord and Tenant, evidenced by a short form dated October 4, 1996, recorded in Series Number 13473188 of the Official Records of Santa C▇▇▇▇ County, California, or by the other agreements executed in connection therewith (including the Pledge Agreement referenced therein); l) Liens created by any real property lease, or related documents (including a separate purchase agreement), executed after the date hereof that requires Tenant or its Subsidiaries to purchase or cause another to purchase any interest in the property or assets of any Subsidiary in favor covered thereby and thus guarantee a minimum residual value of the Borrowerproperty to the landlord; provided, that the value of all such leases (other than this lease and the lease referenced in the preceding clause) shall not exceed an aggregate, cumulative amount of $250,100,000 (for purposes of this clause, the "value" of a lease means the amount, determined as of the date the lease became effective, equal to the greater of (1) the present value of rentals and other minimum lease payments required in connection with such lease [calculated in accordance with FASB Statement 13 and other GAAP relevant to the determination of the whether such lease must be accounted for as capital leases] or (2) the fair value of the property covered thereby); m) Liens imposed to secure Debt incurred to finance the acquisition of property which has been leased or sold by Tenant or one of its Subsidiaries to another Person (jother than Tenant or a Subsidiary of Tenant) extensionspursuant to a lease or sales agreement providing for payments sufficient to pay such Debt in full, renewals provided such Debt is not a general obligation of Tenant or its Subsidiaries, but rather is payable only from the rentals or other sums payable under the lease or sales agreement or from the property sold or leased thereunder; n) Liens not otherwise permitted by this subsection 8.(ad)(i) (and replacements not encumbering the Leased Property or any Collateral) which secure the payment of Liens referred to in paragraphs (a) through Debt, provided that (i) at no time does the sum of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (k) any Lien of the type described in clause (c) of the definition of the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of such securities pending the closing of such sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the purchaser thereof in such accounts receivable or the proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of all Indebtedness outstanding Debt secured by such Liens that would not be permitted but for this clause (m)exceed $50,000,000, when aggregated with the amount of Indebtedness permitted by Section 7.04(h), does not exceed the greater of and (i) $750,000,000 such Liens do not constitute Liens against Tenant's interest in any material Subsidiary or blanket Liens against all or substantially all of the inventory, receivables, general intangibles or equipment of Tenant or of any material Subsidiary of Tenant (ii) 15% for purposes of Consolidated Net Tangible Assets as shown this clause, a "material Subsidiary" means any subsidiary whose assets represent a substantial part of the total assets of Tenant and its Subsidiaries, determined on the most recent a consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (bbasis in accordance with GAAP), as the case may be.; and