Common use of Liens Clause in Contracts

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunder.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course Ordinary Course of business, provided that such Liens secure only amounts Business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (ed) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fe) deposits to secure the performance of bids, trade contracts and leases (other than IndebtednessDebt), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course Ordinary Course of businessBusiness; (gf) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (g) Liens existing on Property acquired by the Borrower or any of its Subsidiaries prior to its acquisition of such Property or existing on Property of a newly acquired Subsidiary prior to the Borrower’s or any other Subsidiary’s acquisition of stock of such newly acquired Subsidiary; provided, however, that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (g) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (h) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred; (h) purchase money Liens securing judgments upon or in any Property acquired or held by the Borrower or any of its Subsidiaries to secure the purchase price of such Property or to secure Debt incurred solely for the payment purpose of money (or appeal or other financing the acquisition of such Property, and deposits to secure surety bonds relating related to such judgments) judgments and litigation not constituting an Event of Default under Section 8.01(h); provided that the aggregate outstanding principal amount of the Debt secured by the Liens permitted by this paragraph (h) shall not, when combined with the aggregate outstanding principal amount of Debt secured by Liens permitted by paragraph (g) of this Section 7.01, exceed 10% of the Borrower’s Net Worth at any time on or after the date on which such Lien is created, assumed or incurred; (i) judgment Liens not giving rise to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets an Event of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such IndebtednessDefault; (j) leases Liens reserved in or subleases granted exercisable under any lease or sublease to others not interfering in any material respect with the business of which the Borrower or any Subsidiaryof its Subsidiaries is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or its Subsidiary is in material compliance with the terms and conditions thereof; (k) any interest of or title of a lessor under, under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementcovering only the assets so leased; (l) Liens deemed to exist against equipment arising from precautionary UCC financing statement filings regarding operating leases entered into in connection with Investments in repurchase agreements permitted under Section 7.02;the Ordinary Course of Business; and (m) normal and customary rights of setoff upon deposits of cash Nonconsensual Liens in favor of banks or other depository institutions;banking institutions arising as a matter of law and encumbering the deposits (including the right of set-off) held by such banking institutions in the Ordinary Course of Business; and (n) Liens of a collection bank arising under Section 4-210 of existing on the Uniform Commercial Code on items Closing Date and set forth in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderSchedule 5.08(b).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.027.02(a); (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) ; and Notwithstanding the foregoing, no Liens arising on any securing Indebtedness for borrowed money shall be permitted to encumber owned real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents MLP and securing Intercompany Debt permitted hereunderits Subsidiaries, except Liens created by the Collateral Documents.

Liens. CreateThe Borrower shall not, incurand shall not permit its Subsidiaries to, assume directly or suffer to existindirectly, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”): (a) Liens pursuant to any Lien created under any Loan Document; (b) Liens existing on for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided extent that the property covered thereby non-payment thereof is not increasedpermitted by Section 6.11; (c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens (other than Liens imposed under ERISA) for taxes, assessments arising in the ordinary course of business which are not delinquent or governmental charges or levies not yet due remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPactions; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and (other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith any Lien imposed by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (eERISA) pledges incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance bonds and return-of-money bonds, reinsurance agreements and other similar obligations of a like nature incurred in the ordinary course of businessbusiness (exclusive of obligations in respect of the payment for borrowed money); (e) Liens identified on Schedule 7.01; (f) Liens consisting of pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any Department; (g) Liens consisting of judgment or judicial attachment Liens (other than arising as a result of claims under or related to Insurance Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the enforcement of such Liens is effectively stayed or fully covered by insurance and all such Liens in the aggregate at the time of any creation thereof do not exceed 5% of Net Worth as of the end of the fiscal quarter immediately preceding such creation; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)Borrower; (i) Liens securing obligations in respect of purchase money Indebtedness and Capital Leases permitted pursuant to Section 7.04(d) on assets (and proceeds thereof) subject to such leases; provided that (A) any such Lien on purchase money Indebtedness or in respect of Capital Leases covers only the asset (and proceeds thereof) subject to the extent securing Capital Lease or being acquired with the proceeds of such purchase money Indebtedness that is (and other assets and proceeds financed by the same lender or any of its affiliates under Indebtedness also permitted under Section 7.03(e), this clause (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iiiB) Liens that constitute such purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such IndebtednessCapital Leases are otherwise permitted hereunder; (j) leases Liens securing obligations permitted under Sections 7.04(f) and (g), to the extent such Liens are identified and permitted under such Section; (k) Liens arising as a result of claims under or related to Insurance Contracts, Reinsurance Agreements or Retrocession Agreements in the ordinary course of business, or securing Indebtedness of Insurance Subsidiaries incurred or assumed in connection with the settlement of claim losses in the ordinary course of business of such Insurance Subsidiaries; (l) Liens securing obligations permitted under Section 7.04(h). (m) Liens on assets of a Subsidiary securing obligations owed to the Borrower or a Subsidiary and permitted under Section 7.04(m); (n) Liens on assets of Designated Subsidiaries securing obligations permitted under Section 7.04(n); (o) so long as no Default or Event of Default has occurred and is continuing at the time such Lien is granted, other Liens on assets of the Borrower and its Subsidiaries securing obligations of the Borrower and its Subsidiaries (excluding Liens on assets of Strategic Investment Subsidiaries and their respective Subsidiaries permitted under Section 7.01(u)) in an aggregate amount not exceeding at the time of any creation thereof 10% of Net Worth as of the end of the fiscal quarter immediately preceding such creation; (p) leases, licenses, subleases or sublicenses granted to others other Persons in the ordinary course of business which do not interfering interfere in any material respect with the business of the Borrower or any Subsidiaryand its Subsidiaries; (kq) any interest Liens incurred in connection with a Permitted Accounts Securitization and which Liens attach solely to the Transferred Assets in connection with the incurrence of title of a lessor under, and Liens Indebtedness arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with such Permitted Accounts Securitization; (lr) Liens deemed to exist incurred in connection with Investments in repurchase agreements permitted under Section 7.02the Permitted Synthetic Lease which are Permitted Synthetic Lease Liens; (ms) normal and customary rights any extension, refinancing (but not increase), renewal or replacement of setoff upon deposits the foregoing; provided that the Liens permitted hereby shall not be spread to cover any additional Indebtedness or property (other than a substitution of cash in favor of banks or other depository institutionslike property); (nt) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; , (oii) Liens on commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising on any real property as a result matter of any eminent domain, condemnation law or similar proceeding being commenced with respect to such real propertycontract encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; and (pu) Liens in favor on assets of Strategic Investment Subsidiaries and their respective Subsidiaries securing obligations permitted under Section 7.04(o). Any Lien permitted above may extend to the proceeds of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderassets subject thereto.

Liens. Create, incur, assume or suffer permit to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenuesproperty to secure Indebtedness, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan DocumentDocument or securing any of the Obligations; (b) Liens existing on the Closing Date for Taxes, assessments, charges and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens (including Liens on property of the Borrower or any Subsidiary in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings proceedings, if necessary, diligently conducted for which conducted, if adequate reserves determined with respect thereto are maintained on the books of the applicable Person in accordance with GAAP have been establishedGAAP; (d) Liens on cash and cash equivalents securing obligations under Swap Contracts; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation (other than any Lien imposed by ERISA) or to secure letters of credit issued with respect thereto; (f) deposits to secure the performance of bids, trade contracts and contracts, leases (other than Indebtednessfor borrowed money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (or to secure letters of credit issued in connection therewith); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in the aggregate, are not substantial material in 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 applicable Person; (h) inchoate Liens in respect of pending litigation or Liens securing judgments for the payment of money (or securing letters of credit, appeal or other surety bonds relating related to such judgments) not constituting an Event of Default under Section 8.01(h); (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 as to deposit accounts or other funds maintained with a creditor depository institution and arising in the extent ordinary course of business; (j) Liens in respect of Operating Leases; (k) Liens securing Indebtedness Acquired Indebtedness, provided that is permitted under Section 7.03(e), (i) Liens on each such Lien existed at the assets of time the obligor thereon was merged with the Borrower or any Subsidiary or otherwise became a Portfolio Company securing capital leases of such Portfolio Company (Subsidiary, and attaching only to the property being leased), was not created in anticipation thereof and (ii) no such Lien shall extend to or cover any property or asset of the Borrower or any Subsidiary other than the property or assets of such obligor at the time it became a Subsidiary and any additions thereto, proceeds thereof and property in replacement or substitution thereof; (l) Liens on any asset acquired by the assets of a Portfolio Company existing on property Borrower or any Subsidiary; provided that (i) each such Lien existed at the time of the such acquisition thereof by such Portfolio Company (and was not created in contemplation of such acquisition) anticipation thereof and (iiiii) no such Lien shall extend to or cover any property or asset of the Borrower or any Subsidiary other than the property or asset so acquired and any additions thereto, proceeds thereof and property in replacement or substitution thereof; (m) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of Law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) rights reserved to or vested by Law in any Governmental Authority to, control or regulate any of the properties of the Borrower or any Subsidiary or the use thereof or the rights and interests of the Borrower or any Subsidiary therein, in any manner under any and all Laws; (o) rights reserved to the grantors of any properties of the Borrower or any Subsidiary, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith; (p) Liens that constitute purchase money security interests on any property incurred prior to the Closing Date securing obligations of a Portfolio Company Subsidiary (but not a Loan Party) owed on the Closing Date to a Loan Party or to another Subsidiary of a Loan Party and as set forth on Schedule 7.01(p); (q) Liens on Receivables Facility Assets or accounts into which solely collections or proceeds of Receivables Facility Assets are deposited, in each case arising in connection with a Permitted Receivables Financing; (r) Liens securing Indebtedness of such Portfolio Company Indebtedness, including Capital Leases, incurred or assumed for the purpose of financing all or any part of the cost of acquiring such propertyacquiring, repairing, constructing or improving fixed or capital assets; provided that (i) any such Lien attaches to such property shall be created substantially simultaneously with or within 60 days of 12 months after the acquisition thereof and attaches solely or the completion of the repair, construction or improvement thereof, (ii) such Lien shall not apply to the any other property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business assets of the Borrower or any Subsidiaryof its Subsidiaries (other than repairs, renewals, replacements, additions, accession, improvements and betterments thereto) and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing, improving, altering or repairing such fixed or capital assets, as the case may be; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (os) Liens arising on any real property as a result out of the refinancing, extension, renewal or refunding of any eminent domaindebt secured by any Lien permitted by clause (k), condemnation (l), or similar proceeding (r) of this Section 7.01; provided that no such Lien shall encumber any additional assets (other than additions thereto and property in replacement or substitution thereof) or secure debt with a larger principal amount (other than in respect of accrued interest, fees and transaction costs) than the debt being commenced with respect to such real propertyrefinanced, extended, renewed or refunded; and (pt) Liens otherwise not permitted herein which secure obligations in favor an aggregate principal amount not to exceed at any time outstanding 15% of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderBorrower’s Consolidated Net Tangible Assets.

Liens. Create, incur, assume or suffer permit to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon on any of its property, properties or assets or revenues, whether now owned or hereafter acquiredacquired by it, other without making provision satisfactory to the Lenders whereby the Lenders obtain an equal and ratable or prior Lien as security for the payment of the Borrowings; or transfer any of its assets for the purpose of subjecting them to the payment of obligations prior in payment to any of its general creditors; or allow any liability of, or claims, or demands against it, or any of its Subsidiaries, to exist for more than 30 days if the followingliability, claim or demand might by law be given any priority over those of its general creditors; provided, however, that none of the above shall prohibit Gannett or any Subsidiary from creating or allowing any of the following to exist: (a) Liens pursuant to incurred after the date hereof covering any Loan Documentof Gannett’s or its Subsidiaries’ properties or assets; provided that the total principal amount of indebtedness of Gannett and its Subsidiaries (on a consolidated basis) secured by all such Liens permitted under this Section 6.1(a) at any time outstanding shall not exceed 50% of Net Property, Plant and Equipment; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and leases of all types, whether or not such leases constitute leasebacks of property sold or transferred by Gannett or any renewals, replacements or extensions thereof, provided that the property covered thereby is not increasedSubsidiary; (c) Liens pledges and deposits securing the payment of workmen’s compensation or insurance premiums, good-faith deposits in connection with tenders, contracts (other than Liens imposed under ERISAcontracts for the payment of borrowed money) for taxesor leases, assessments deposits to secure surety or governmental charges appeal bonds, liens, pledges or levies not yet due deposits in connection with contracts made with or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on at the books request of the applicable Person in accordance with GAAP; (d) Liens of landlordsUnited States Government or any agency thereof, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising or pledges or deposits for similar purposes made in the ordinary course of business; (d) liens securing taxes, provided that such Liens secure only amounts assessments or governmental or other charges or claims for labor, materials or supplies which are not overdue for more than thirty days or, if overdue for more than thirty days, delinquent or which are being contested in good faith by appropriate proceedings diligently conducted for and liens, restrictions, easements, licenses on the use of property or minor irregularities in the title thereof, which adequate reserves determined do not, in accordance with GAAP have been established;Gannett’s opinion, in the aggregate materially impair their use in Gannett’s and its Subsidiaries’ business; and (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of any Person which becomes a Portfolio Company securing capital leases Subsidiary of Gannett after the date of this Agreement to the extent that such liens existed prior to the date of acquisition of such Portfolio Company (and attaching only to the property being leased), (ii) corporation by Gannett; provided that such Liens on the assets of a Portfolio Company existing on property existed at the time such Person became a Subsidiary of the acquisition thereof by such Portfolio Company (Gannett and were not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderanticipation thereof.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedchanged; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e) or Section 8.03(g), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and the proceeds thereof and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.028.03(f); (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on securing Indebtedness permitted in Section 8.03(k); provided that such Liens do not at any real time encumber any property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect other than the property (and proceeds) subject to such real property; andLiens at the time the Indebtedness secured by such Lien was acquired or assumed; (p) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (q) Liens granted by Subsidiaries that are not Loan Parties in favor of Loan Parties; and (r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderall Subsidiaries) $10,000,000 at any one time.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty sixty days or, if overdue for more than thirty sixty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance (including payment) of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and; (p) Liens on an insurance policy of the Borrower or any Subsidiary and the identifiable cash proceeds thereof in favor of the issuer of such policy and securing Indebtedness permitted to finance the premiums of such policies; (q) Liens of sellers of goods to the Borrower or any of its Subsidiaries arising under Qualified Intercompany Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, covering only the goods sold and covering only the unpaid purchase price for such goods and related expenses; (r) Liens for the benefit of a seller deemed to attach solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition; (s) Liens constituting the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; (t) Liens arising from payment obligations being contested in good faith by appropriate proceedings; (u) Liens securing the Park Royal IRB Debt; provided that (i) such Lien does not at any time encumber any property other than the assets of Park Royal described in the documents governing the Park Royal IRB Debt Documents in effect on the date of the Acquisition of Park Royal; (v) Liens securing Acquired Indebtedness permitted under Section 8.03(o), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; and (w) Liens securing Intercompany Debt permitted hereunderobligations in an aggregate amount not to exceed $5,000,000 outstanding at any one time.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 7.01(b) and any renewalsmodifications, replacements replacements, renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby by such Lien or financed by Indebtedness permitted under Section 7.03 and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is not increasedpermitted by Section 7.03; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies which are not yet due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business, provided that such Liens business which secure only amounts not overdue for a period of more than thirty (30) days or, or if overdue for more than thirty days(30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined with respect thereto are maintained on the books of the applicable Person in accordance with GAAP have been establishedGAAP; (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business 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, other than casualty or liability insurance to Holdings, the Company or any Lien imposed by ERISARestricted Subsidiary; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in 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 applicable PersonCompany or any material Subsidiary; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on attach concurrently with or within two hundred and seventy (270) days after the assets acquisition, repair, replacement, construction or improvement (as applicable) of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased)subject to such Liens, (ii) such Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred except for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches accessions to such property within 60 days of the acquisition thereof and attaches solely to other than the property financed by such IndebtednessIndebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (j) leases leases, licenses, subleases or subleases sublicenses granted to others in the ordinary course of business which do not interfering (i) interfere in any material respect with the business of the Borrower Company or any Subsidiarymaterial Subsidiary or (ii) secure any Indebtedness; (k) any interest Liens in favor of title customs and revenue authorities arising as a matter of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements law to secure payment of customs duties in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with the importation of goods in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (mi) 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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03; (o) Liens arising on any real property as in favor of the Company or a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; andRestricted Subsidiary securing Indebtedness permitted under Section 7.03(d); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in favor each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k); (q) any interest or title of a lessor under leases entered into by the Company or any of the Borrower Restricted Subsidiaries in the ordinary course of business; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Qualified Intercompany Section 7.02; (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) 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 Holdings, the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Company or any Restricted Subsidiary in the ordinary course of business; (v) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings, the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g); (x) Liens in respect of the Receivables Facility; (y) Broker-Dealer Liens in respect of the Broker-Dealer Facility; (z) Pari Passu Liens; (aa) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located; (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $75,000,000; and (cc) Liens on the Collateral securing (i) Permitted First Priority Refinancing Debt Documents and securing Intercompany Permitted Second Priority Refinancing Debt permitted hereunderunder Section 7.03(x) and (ii) Alternative Incremental Facility Debt permitted under Section 7.03(z). Notwithstanding the foregoing, no Liens on any IP Collateral shall be permitted at any time, other than pursuant to ▇▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇)(▇▇▇) or (w).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined with respect thereto are maintained on the books of the applicable Person in accordance with GAAP have been establishedGAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA not to exceed for all such items in the aggregate $1,000,000; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds relates to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances affecting real property incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of the Borrower or any Restricted Subsidiary and which, 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)) or securing appeal or other surety binds related to such judgments; (i) to the extent Liens securing Capital Leases and purchase money Indebtedness that is permitted under Section 7.03(e7.03(f), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on Indebtedness do not at any time encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) the purchase money Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases rights reserved to or subleases granted to others not interfering vested in any material respect with Governmental Authority by the business terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (k) rights reserved to or vested by Law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of the Borrower or any Subsidiary; (k) Restricted Subsidiary or the use thereof or the rights and interests of the Borrower or any interest of title of a lessor underRestricted Subsidiary therein, in any manner under any and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementall Laws; (l) Liens deemed rights reserved to exist the grantors of any properties of the Borrower or any Restricted Subsidiary, and the restrictions, conditions, restrictive covenants and limitations, in connection with Investments in repurchase respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements permitted under Section 7.02associated therewith; (m) normal and customary Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff upon deposits of cash in favor of banks set-off or similar rights and remedies, or under general depository or brokerage agreements, and burdening only deposit or brokerage accounts or other funds and assets maintained with a creditor depository institutionsinstitution or brokerage; (n) Liens existing upon property acquired in an acquisition or of any Person that becomes a collection bank arising under Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 4-210 of the Uniform Commercial Code on items in the course of collection7.03(h); (o) Liens arising on property not otherwise permitted by the foregoing clauses of this Section 7.01, securing only Indebtedness permitted by Section 7.03(j); provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by Administrative Agent or any real property as a result of Lender that any eminent domainIndebtedness subject to or secured by any Lien, condemnation right or similar proceeding being commenced with respect other interest permitted under subsections (a) through (m) above ranks in priority to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderany Obligation.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets Property or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 9.1 and any renewals, replacements renewals or extensions thereof, provided that the property Property covered thereby is not increasedincreased and any renewal or extension of the obligations secured or benefited thereby is permitted by Sections 9.3(b), (c) or (m); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet more than 30 days past due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, ; provided that such Liens secure only amounts not overdue for more than thirty 30 days past due and payable or, if overdue for more than thirty daysdue and payable, no other action has been taken in accordance with Applicable Law to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure (i) the performance of tenders, bids, trade contracts contracts, licenses and leases (other than Indebtedness)leases, statutory obligations, surety and appeal bonds, performance bonds bonds, bank guaranties and other obligations of a like nature incurred in the ordinary course of businessbusiness (including ▇▇▇▇▇▇▇ money deposits in respect of any Acquisition), or (ii) indemnification obligations relating to any Disposition (including any transaction described in the definition of Disposition) permitted by this Agreement; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments judgments, awards or orders for the payment of money (or appeal or other surety bonds relating to such judgments) that do not constituting constitute an Event of Default under pursuant to Section 8.01(h10.1(h); (i) to the extent Liens securing purchase money Indebtedness that is permitted under Section 7.03(e9.3(b), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leasedc), (iih) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company or (and not created in contemplation of such acquisitionm) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all renewals or any part of the cost of acquiring such property, extensions thereof; provided that (i) such Liens do not at any such Lien attaches to such property within 60 days of time encumber any Property other than the acquisition thereof and attaches solely to the property Property financed by such IndebtednessIndebtedness and (ii) the Indebtedness secured thereby does not exceed the purchase price of the Property acquired; (j) leases leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.029.2; (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 under Section 4-210 of the Uniform Commercial Code UCC (or equivalent in foreign jurisdictions) on items in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the UCC or similar proceeding being commenced with respect to provisions of Applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such real property; andgoods and related expenses; (p) Liens in favor on cash collateral securing reimbursement obligations of the Borrower arising and its Subsidiaries under Qualified Intercompany Debt Documents letters of credit; (q) Liens granted to the United States Government pursuant to F.A.R. 52.232-16 and F.A.R. 52.245-5 on certain assets of Borrower or any Subsidiary in prime contracts with the United States Government or any United States Agency or as specified in subcontracts to which the Borrower is a party; (r) liens on work-in-progress and associated property of the Borrower or its Subsidiaries under any contract with a customer, including, without limitation, labor, services, materials, data, documentation, records, equipment, inventory, general intangibles, intellectual property, computer programs, documents, goods and proceeds of the foregoing; provided that unless otherwise approved by the Administrative Agent, in each case such liens shall extend only to (x) work-in-progress and associated property to be furnished or transferred to the customer pursuant to such contract, (y) rights under subcontracts and general intangibles entered into by the Borrower or its Subsidiaries in connection with the performance of such contract and (z) proceeds of any the foregoing; (s) Liens securing Intercompany Debt Indebtedness permitted hereunderunder Section 9.3(h); and (t) Liens not otherwise permitted by the foregoing clauses of this Section 9.1 securing obligations or other liabilities of any Credit Party; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not exceed $25,000,000 at any time.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Lien upon any of its property, assets property or revenuesassets, whether now owned or hereafter acquired, other than the following: (ai) Liens pursuant to any Loan Documentsecuring the Obligations; (bii) Liens existing on the Closing Effective Date and and, to the extent securing obligations in excess of $25,000,000, listed on Schedule 7.01 5.02(b)(ii), and any renewalsreplacements, replacements renewals or extensions thereof; provided, provided that (A) such Liens shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary other than (x) after-acquired property that is affixed or incorporated into the property or asset covered thereby is not increasedby such Lien and (y) proceeds and products thereof and (B) such Liens shall secure only those obligations that it secures on the Effective Date and Permitted Refinancing thereof; (ciii) Liens on any amounts held by a trustee or other escrow agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (other than iv) Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes not yet due delinquent, that remain payable without penalty and that are not overdue for a period of more than sixty (60) days, or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dv) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue delinquent for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedconducted; (evi) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed in each case incurred or made in the ordinary course of business or required by ERISAlaw; (fvii) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (including deposits to secure letters of credit issued to secure any such obligation); (gviii) easements, rights-of-way, zoning restrictions and other similar encumbrances required by law or incurred in the ordinary course of business affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hix) Liens securing judgments for the payment of money (or securing appeal or other surety bonds relating related to such judgments) judgments that do not constituting an constitute and Event of Default under Section 8.01(h)Default; (ix) customary rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries; provided, that (A) such deposit account or securities account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any of its Subsidiaries owning the affected deposit account or other funds maintained with a creditor depository institution in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System of the United States or any foreign regulatory agency performing an equivalent function, and (B) such deposit account or securities account is not intended by the Borrower or any of its Subsidiaries to provide collateral (other than such as is ancillary to the establishment of such deposit account or securities account) to the extent securing Indebtedness that is permitted depository institution; (xi) Liens arising under Section 7.03(e), Cash Management Agreement pooling arrangements; (ixii) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased; (xiii) Liens on the assets of accounts receivable and related property, in each case subject to a Portfolio Company securing capital leases of Permitted Receivables Facility and created in connection with such Portfolio Company Permitted Receivables Facility; (and attaching only to the property being leased), (iixiv) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Borrower or any Subsidiary; provided, that (A) such acquisition is not of all or substantially all of the assets of, or a business unit, line of a Portfolio Company existing on property at the time of business or division of, another Person, (B) such security interests secure obligations incurred to fund the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisitionassets in an aggregate principal amount (when taken together, without duplication, with the amount of Debt outstanding pursuant to Section 5.02(a)(v)) not to exceed 1.05% of Consolidated Net Assets at any time, and any Permitted Refinancing in respect thereof, (iiiC) Liens that constitute purchase money such security interests on any property of a Portfolio Company securing Indebtedness and the obligations secured thereby are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such Portfolio Company incurred for construction, repair or replacement or improvement, (D) the purpose of financing all or any part of obligations secured thereby do not exceed the cost of acquiring acquiring, constructing or improving such propertyfixed or capital assets and (E) such security interests shall not apply to any other property or asset of the Borrower or any Subsidiary, provided that any except for accessions to such fixed or capital assets covered by such Lien attaches to such property within 60 days and the proceeds and products thereof and of the acquisition thereof and attaches solely to the property fixed or capital assets financed by such IndebtednessDebt; provided, further, that individual financings of fixed or capital assets provided by one lender may be cross-collateralized to other financings of fixed or capital assets provided by such lender; (jxv) licenses, operating leases or subleases permitted hereunder granted to others other Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (xvi) Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (xvii) 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 asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided, that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or asset of the Borrower or any other Subsidiary (other than the proceeds or products of the property or asset covered by such Lien and other than improvements and after-acquired property that is affixed or incorporated into the property or asset covered by such Lien) and (C) 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 Permitted Refinancing in respect of such obligations; (xviii) Liens on cash, cash equivalents or other assets securing Debt under Hedge Agreements entered into for non-speculative purposes; (xix) Liens on any property or asset of the Borrower or any Subsidiary in favor of any Loan Party and Liens on any property or asset of any Subsidiary of the Borrower that is not a Loan Party in favor of any other Subsidiary of the Borrower that is not a Loan Party; (xx) Liens, pledges or deposits made in the ordinary course of business to secure liability to insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (k) any interest of 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; (lxxi) Liens deemed to exist in connection with Investments in repurchase agreements on any property or asset of any Subsidiary that is not a Loan Party securing Debt of such Subsidiary that is otherwise permitted under Section 7.02; 5.02(a) (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 under than Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property5.02(a)(xiii)); and (pxxii) other Liens; provided, that the aggregate principal amount of obligations secured by Liens in favor outstanding pursuant to this clause (xxii) (when taken together, without duplication, with the amount of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderoutstanding pursuant to Section 5.02(a)(xiii)) would not exceed 15% of Consolidated Net Assets at any time.

Liens. CreateThe Borrower shall not, incurand shall not permit its Subsidiaries to, assume directly or suffer to existindirectly, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”): (a) Liens pursuant to any Lien created under any Loan Document; (b) Liens existing on for taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, or to the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided extent that the property covered thereby non-payment thereof is not increasedpermitted by Section 6.11; (c) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens (other than Liens imposed under ERISA) for taxes, assessments arising in the ordinary course of business which are not delinquent or governmental charges or levies not yet due remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPactions; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and (other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith any Lien imposed by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (eERISA) pledges incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance bonds and return-of-money bonds, reinsurance agreements and other similar obligations of a like nature incurred in the ordinary course of businessbusiness (exclusive of obligations in respect of the payment for borrowed money); (e) Liens identified on Schedule 7.01; (f) Liens consisting of pledges or deposits of cash or securities made by any Insurance Subsidiary as a condition to obtaining or maintaining any licenses issued to it by, or to satisfy the requirements of, any Department; (g) Liens consisting of judgment or judicial attachment Liens (other than arising as a result of claims under or related to Insurance Contracts, Retrocession Agreements or Reinsurance Agreements); provided that the enforcement of such Liens is effectively stayed or fully covered by insurance and all such Liens in the aggregate at any time outstanding for the Borrower and its Subsidiaries do not exceed 5% of Net Worth; (h) easements, rights-of-way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)Borrower; (i) Liens securing obligations in respect of purchase money Indebtedness and Capital Leases permitted pursuant to the extent securing Indebtedness that is permitted under Section 7.03(e), (i7.04(d) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only proceeds thereof) subject to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, leases; provided that (A) any such Lien attaches to such property within 60 days on purchase money Indebtedness or in respect of Capital Leases covers only the acquisition thereof asset (and attaches solely proceeds thereof) subject to the property financed by Capital Lease or being acquired with the proceeds of such Indebtednesspurchase money Indebtedness and (B) such purchase money Indebtedness and Capital Leases are otherwise permitted hereunder; (j) leases Liens securing obligations permitted under Sections 7.04(f) and (g), to the extent such Liens are identified and permitted under such Section; (k) Liens arising as a result of claims under or related to Insurance Contracts, Reinsurance Agreements or Retrocession Agreements in the ordinary course of business, or securing Indebtedness of Insurance Subsidiaries incurred or assumed in connection with the settlement of claim losses in the ordinary course of business of such Insurance Subsidiaries; (l) Liens securing obligations permitted under Section 7.04(h). (m) Liens on assets of a Subsidiary securing obligations owed to the Borrower or a Subsidiary and permitted under Section 7.04(m); (n) Liens on assets of Designated Subsidiaries securing obligations permitted under Section 7.04(n); (o) so long as no Default or Event of Default has occurred and is continuing at the time such Lien is granted, other Liens on assets of the Borrower and its Subsidiaries securing obligations of the Borrower and its Subsidiaries in an aggregate amount not exceeding at any one time outstanding 10% of Net Worth; (p) leases, licenses, subleases or sublicenses granted to others other Persons in the ordinary course of business which do not interfering interfere in any material respect with the business of the Borrower or any Subsidiaryand its Subsidiaries; (kq) any interest Liens incurred in connection with a Permitted Accounts Securitization and which Liens attach solely to the Transferred Assets in connection with the incurrence of title of a lessor under, and Liens Indebtedness arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with such Permitted Accounts Securitization; (lr) Liens deemed to exist incurred in connection with Investments in repurchase agreements permitted under Section 7.02the Permitted Synthetic Lease which are Permitted Synthetic Lease Liens; (ms) normal and customary rights any extension, refinancing (but not increase), renewal or replacement of setoff upon deposits the foregoing; provided that the Liens permitted hereby shall not be spread to cover any additional Indebtedness or property (other than a substitution of cash in favor of banks or other depository institutions;like property); and (nt) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; , (oii) Liens arising on any real property as a result commodity trading accounts or other brokerage accounts incurred in the ordinary course of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and business and (piii) Liens in favor of a banking institution arising as a matter of law or contract encumbering deposits (including the Borrower arising under Qualified Intercompany Debt Documents right of set-off) and securing Intercompany Debt permitted hereunderwhich are within the general parameters customary in the banking industry.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 date hereof and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not increasedchanged, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);; and (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness; Indebtedness and (jii) leases the Indebtedness secured thereby does not exceed the cost or subleases granted to others not interfering in any material respect with the business fair market value, whichever is lower, of the Borrower or any Subsidiary; (k) any interest property being acquired on the date of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderacquisition.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not increasedchanged, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(c), (iii) there is no additional direct or contingent obligor with respect thereto and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(c); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers', warehousemen's, mechanics', materialmen and repairmen and materialmen's, repairmen's or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent other Liens securing Indebtedness that is permitted under Section 7.03(e7.02(g); provided that no such Lien shall extend to or cover any Equity Interests of any Subsidiary Bank; and (j) the replacement, extension or renewal of any Lien permitted by clauses (a) through (i) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby. Notwithstanding the foregoing, (1) the permitted Liens in (b), (d), (e), (f), (g), (i) and (j) above shall not extend to or cover any Equity Interests of any Subsidiary Bank constituting Collateral and (2) the permitted Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company in (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisitionc) and (iiih) above shall not extend to or cover any Equity Interests of any Subsidiary Bank if such permitted Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for would not be junior in priority in all respects to the purpose of financing all or any part Liens of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderAdministrative Agent thereon.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, assessments or and governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or any Subsidiary, as the case may be, in accordance conformity with GAAP; (db) Liens of landlordsimposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s, workmen’s or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature nature, in each case incurred in the ordinary course of business; (ge) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances affecting on title to real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that 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 applicable PersonBorrower or any Subsidiary; (f) Liens in existence on the date hereof listed on Schedule 6.3(f) hereto securing Indebtedness permitted by Section 6.2(e) hereof and Liens incurred to secure any Indebtedness permitted under Section 6.2(e) to refinance any such Indebtedness; provided that no such Lien is spread to cover any additional property after the date hereof and that the principal amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any of Subsidiary incurred pursuant to Section 6.2(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the principal amount of Indebtedness secured thereby is not increased; (h) any interest or title of a lessor under any lease entered into by the Borrower or any of Subsidiary in the ordinary course of its business and covering only the assets so leased; (i) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any of its Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Company Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary 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 extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (j) Liens created, incurred or assumed by any Broker-Dealer Subsidiary upon assets owned by such Subsidiary or held for such Subsidiary’s account to secure indebtedness and other liabilities incurred under customary terms in the ordinary course of business; (k) Liens on securities sold by the Bank in Repo Transactions permitted pursuant to Section 6.2(k); (l) Liens incidental to the conduct of its business or the ownership of its property and assets which were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and which do not in the aggregate detract from the value of its property or assets or impair the use thereof in the operation of its business; (m) Liens securing judgments for the payment of money (not constituting an Event of Default under Section 7(h) or securing appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h);; and (in) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash deposit accounts and securities accounts in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domaininstitutions and securities intermediaries, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderrespectively.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or and other governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) Liens of landlords, carriers', warehousemen's, mechanics', materialmen and repairmen and materialmen's, repairmen's or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, leases, statutory or regulatory obligations, surety and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for borrowed money; (ge) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that 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 Holdings, the applicable PersonBorrower or any of its Subsidiaries; (f) Liens securing (i) Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (C) the amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries; (g) Liens on assets of the Borrower and any Guarantor, in each case constituting Collateral under the Guarantee and Collateral Agreement, securing Indebtedness of the Borrower or such Guarantor, as the case may be, incurred pursuant to Section 7.2(k) or (m), subject to the Senior Note Intercreditor Agreement; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing judgments for obligations of the payment Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of money credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (or appeal i) any landlord's Lien or other surety bonds relating interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) Liens created under Pole Agreements on cables and other property affixed to such judgmentstransmission poles or contained in underground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements; (l) Liens arising from judgments or decrees not constituting an Event of Default under Section 8.01(h8.1(i); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal Liens arising under or in connection with any sale and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsleaseback transaction permitted by Section 7.10; (n) Liens consisting of a collection bank arising under cash collateral in an aggregate amount not exceeding $100,000,000 at any time, securing Specified Hedge Agreements or letters of credit issued pursuant to Section 4-210 of the Uniform Commercial Code on items in the course of collection7.2(h); (o) second-priority Liens arising on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any real property Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; andin effect on the Restatement Effective Date; (p) Liens in favor of the Borrower arising created pursuant to the Silo Guarantee and Collateral Agreements as in effect on the Restatement Effective Date; (q) third-priority Liens on Equity Interests of the Borrower securing Indebtedness of Holdings incurred pursuant to Section 7.2(e) or (m), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Holdings Credit Agreement as in effect on the Restatement Effective Date, and in any event subject to an intercreditor agreement on terms and conditions satisfactory to the Administrative Agent (it being agreed that the Holdings Intercreditor Agreement as in effect on the Restatement Effective Date is satisfactory); (r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $50,000,000 at any one time outstanding; and (s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under Qualified Intercompany Debt Documents the Guarantee and Collateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Intercompany Debt Indebtedness permitted hereunderby Section 7.2(n).

Liens. CreateNo Credit Party shall, incur, assume or suffer to exist, or nor shall they permit any Subsidiary (other than to, at any Subsidiary Outside Company) to time, create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Credit Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, provided that such Liens secure only amounts not overdue for more than thirty (30) days or, if overdue for more than thirty days, or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than IndebtednessIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hf) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (jg) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of the Borrower any Credit Party or any Subsidiary; (kh) any interest of 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; (li) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not materially changes; (mj) normal Liens arising from mortgages, deeds of trust and customary rights other Uniform Commercial Code financing statements (or equivalent filings or registrations) pursuant to the Existing Credit Facility (solely with respect to the Borrowers as defined in the Existing Credit Facility) not yet released, satisfied or otherwise terminated as of setoff upon deposits of cash in favor of banks or other depository institutionsthe Closing Date; (nk) Liens of a collection bank arising under Section 4-210 of pursuant to the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property▇▇▇▇▇▇▇▇ Indebtedness; and (pl) other Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of June 30, 2011); provided, that the Credit Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Capital Stock in any Subsidiary except in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderLenders.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant securing the Loan Obligations hereunder, including cash collateral and other Adequate Assurance pledged to any Loan Documentthe L/C Issuer and the Swing Line Lender to secure obligations of Defaulting Lender; (b) Liens in favor of a Lender or any of its Affiliates pursuant to a Swap Contract or Treasury Management Agreement, but only to the extent that (i) the obligations under such Swap Contract or Treasury Management Agreement are permitted under Section 8.03, (ii) such Liens are on the same collateral that secures the Loan Obligations and (iii) the obligations under such Swap Contract or Treasury Management Agreement and the Loan Obligations share pari passu (subject to Section 9.03) in the collateral that is the subject of such Liens; (c) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (cd) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty ninety days or, if overdue for more than thirty ninety days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (ef) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fg) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hi) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (ij) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within one hundred eighty days after the acquisition thereof; (jk) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (kl) any interest of 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; (lm) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (mn) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (no) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (op) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; (q) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and (pr) other Liens securing liabilities (other than Indebtedness) in favor of an amount not to exceed $5 million in the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderaggregate at any time outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements refinancings or extensions thereof, provided that the property covered amount secured or benefited thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, assessments or governmental charges or levies on property not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlordsimposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens business which do not secure only amounts not obligations overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained; (e) Liens, pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien Liens imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, indemnity or performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, zoning, restrictions and or other similar encumbrances affecting real property or imperfections in title and obligations contained in similar instruments and prior rights of other Persons which, in the aggregate, are not substantial in 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 applicable PersonBorrower and its Subsidiaries or could not reasonably be expected to have a Material Adverse Effect; (h) Liens securing judgments for the payment of money (judgments, decrees or appeal or other surety bonds relating to such judgments) attachments not constituting an Event of Default under Section 8.01(h); (i) Liens on property of the Borrower securing the Borrower’s First Mortgage Bonds issued pursuant to the extent securing Indebtedness that is permitted under Section 7.03(eIndenture, dated as of October 1, 1935, as amended, supplemented, refinanced, replaced or otherwise modified from time to time, between the Borrower and The Bank of New York Mellon (or its predecessors or successors), ; (ij) Liens on property of the assets of a Portfolio Company securing capital leases of such Portfolio Company Borrower in connection with collateralized pollution control bonds; (and attaching only to the property being leased), (iik) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created Borrower in contemplation of such acquisition) and (iii) Liens that constitute purchase money connection with any construction project or generating plant as security interests on for any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such propertyconstruction project or generating plant, and in each case, Liens and charges incidental thereto; provided that any such Lien attaches the aggregate amount of Indebtedness secured by Liens permitted pursuant to such property within 60 days of the acquisition thereof and attaches solely to the property financed by such Indebtednessthis clause (k) shall not exceed $500,000,000; (jl) banker’s liens and rights of setoff arising by operation of law and contractual rights of setoff; (m) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) its Subsidiaries and any interest of or title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements lessee under any lease not in foreign jurisdictions) relating to, leases permitted by violation of this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) purported Liens evidenced by the filing of a collection bank arising under Section 4-210 of the precautionary Uniform Commercial Code on items financing statements relating solely to operating leases of personal property entered into in the ordinary course of collectionbusiness; (o) Liens arising on the right reserved to, or vested in, any real property as a result municipality or public authority by the terms of any eminent domainright, condemnation power, franchise, grant, license or similar proceeding being commenced with respect permit, or any provision of law, to such real purchase or capture or designate a purchaser of any property; and; (p) Liens with respect to cash collateral deposited by the Borrower with counterparties in favor the ordinary course of Borrower’s purchase and sale of energy, power, interest rate ▇▇▇▇▇▇, coal and other commodities; (q) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to such lease) permitted under this Agreement; provided that such Liens are only in respect of property subject to, and secure only, the respective lease (and any other lease with the same or affiliated lessor); (r) any (i) Lien existing on any property at the time such property is acquired by the Borrower or any of its Subsidiaries or on any property of any Person at the time such Person becomes, or is merged into, a Subsidiary of the Borrower; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming, or being merged into, such Subsidiary, as the case may be, (B) such Lien shall not attach or apply to any other property or assets of the Borrower arising under Qualified Intercompany Debt Documents or any of its Subsidiaries, and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes, or is merged into, such Subsidiary, as the case may be, and any extension, renewal, refunding or refinancing thereof, so long as the aggregate principal amount so extended, renewed, refunded or refinanced is not increased, and (ii) Lien securing Intercompany Debt permitted hereunderIndebtedness in respect of purchase money obligations for the acquisition, lease, construction or improvement of fixed assets or Capital Lease Obligations, provided that (A) such Lien only attaches to such fixed assets being acquired, leased, constructed or improved and (B) the Indebtedness secured by such Lien does not exceed the cost or fair market value, whichever is lower, of the fixed assets being acquired, leased, constructed or improved on the date of acquisition, lease, construction or improvement; provided that the aggregate principal amount of Indebtedness at any time outstanding secured by a Lien described in this subsection (r) shall not exceed an amount equal to 5% of the Consolidated Tangible Assets at such time; (s) Liens incurred in connection with an obligation to cash collateralize letters of credit or swing line loans; and (t) Liens, in addition to those listed above, securing Indebtedness and other obligations in an aggregate amount at any time not exceeding the greater of (i) $50,000,000 and (ii) 2.5% of Consolidated Tangible Assets.

Liens. CreateNo Credit Party shall, incur, assume or suffer to exist, or nor shall they permit any Subsidiary (other than to, at any Subsidiary Outside Company) to time, create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Credit Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, provided that such Liens secure only amounts not overdue for more than thirty (30) days or, if overdue for more than thirty days, or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than IndebtednessIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hf) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (jg) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of the Borrower any Credit Party or any Subsidiary; (kh) any interest of 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; (li) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02existence as of the Closing Date as set forth on Schedule 7.01 and any renewals or extensions thereof; provided, that the property covered thereby is not materially changed; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nj) Liens of a collection bank arising under Section 4-210 of pursuant to the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertyB▇▇▇▇▇▇▇ Indebtedness; and (pk) other Liens incurred in connection with Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a pro forma basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or if such Lien exists as of the Closing Date, as of March 31, 2017); provided, that the Credit Parties may not grant a mortgage, deed of trust, lien, pledge, encumbrance or other security interest, in each case, to secure Funded Debt with respect to any Unencumbered Property or the Capital Stock in any Subsidiary except in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderLenders.

Liens. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any Subsidiary (other than any Subsidiary Outside Company) to of its Subsidiaries to, create, incur, assume suffer or suffer permit to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquiredexist Liens, other than the followingthan: (ai) Liens pursuant to any Loan Documentin favor of the Purchaser; (bii) the existing Liens listed in Schedule 6.1(c)(ii) or incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by such existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereofLiens, provided that any extension, renewal or replacement Lien shall be limited to the property covered thereby is encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced does not increasedincrease; (ciii) Liens (other than Liens imposed under ERISA) for taxes, fees, assessments or other governmental charges or levies (A) not yet due or as to which are being contested in good faith and by appropriate proceedings diligently conductedthe period of grace, if adequate reserves with respect any, related thereto are maintained on the books of the applicable Person in accordance with GAAP; has not expired, or (dB) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, which are being contested in good faith by appropriate proceedings diligently conducted and which are adequately reserved for which adequate reserves determined in accordance with GAAP have been establishedGAAP; (eiv) attachments, judgments, and other similar Liens arising in connection with court proceedings; provided, however, that the execution or other enforcement of such Liens is effectively stayed and claims secured thereby are being actively contested in good faith by appropriate proceedings; (v) Liens of materialmen, mechanics, warehousemen, repairmen, carriers or employees or other similar Liens provided for by mandatory provisions of law (A) which are not filed or recorded for a period of more than sixty days, or (B) which are being contested in good faith by appropriate proceedings and which are adequately reserved for in accordance with GAAP; (vi) pledges or deposits made or Liens in incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or employment or insurance legislation, other than any Lien imposed by ERISA; (fvii) Liens consisting of deposits or pledges to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, leases, public or statutory obligations, surety and appeal bonds, performance bonds and or other obligations of a like nature incurred in the ordinary course of business; (gviii) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable PersonCompany; (hix) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)arising from precautionary UCC financing statements regarding operating leases; (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (px) Liens in favor of financial institutions in the Borrower arising under Qualified Intercompany Debt Documents ordinary course of business in connection with, and which solely encumber, deposit, disbursement or concentration accounts maintained with such financial institutions on funds and other items in such accounts; (xi) Liens securing Intercompany Debt Indebtedness permitted hereunderpursuant to Section 6.1(b)(iv); provided, that, in the event such Liens apply to any property or assets of the Company or any Subsidiary Guarantor (which, for the avoidance of doubt, excludes any assets of MMM), all Indebtedness of the Company or such Subsidiary Guarantor in respect of the Note or Subsidiary Guaranty, as applicable, shall be equally and ratably secured by a pari passu Lien on such property or assets until such time as the applicable Indebtedness permitted pursuant to Section 6.1(b)(iv) is no longer secured by a Lien on such property or assets; (xii) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Company in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition; (xiii) Liens securing Indebtedness permitted pursuant to Section 6.1(b)(xii); (xiv) Liens securing Indebtedness permitted pursuant to Section 6.1(b)(xiv); (xv) Liens on the Company’s Accounts (as such term is defined in the UCC) and Inventory (as such term is defined in the UCC) securing Indebtedness permitted pursuant to Section 6.1(b)(xv); and (xvi) Liens securing Indebtedness permitted pursuant to Section 6.1(b)(xvi).

Liens. CreateNot, incur, assume or and not suffer to exist, or permit any other Loan Party Subsidiary (other than any Subsidiary Outside Company) to, create or permit to create, incur, assume or suffer to exist, exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of businessbusiness (such as (i) Liens of carriers, provided that such warehousemen, mechanics, landlords and materialmen and other similar Liens secure only amounts imposed by law and (ii) Liens consisting of pledges or deposits incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for more than thirty days or, if overdue for more than thirty days, are or being diligently contested in good faith by appropriate proceedings diligently conducted and not involving any deposits or advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves determined in accordance with GAAP have been establishedand the execution or other enforcement of which is effectively stayed; (ec) pledges or deposits in Liens described on Schedule 7.2 as of the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAClosing Date; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under limitation set forth in Section 7.03(e7.1(c), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company Borrower or any Subsidiary (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtednessso acquired; (je) leases attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $250,000 arising in connection with court proceedings; provided that the execution or subleases granted to others 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, encroachments, rights of way, leases, subleases, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (kg) any interest of or title of a lessor underlessor, and Liens arising from UCC financing statements sublessor under any lease (or equivalent filings, registrations or agreements in foreign jurisdictionsother than a Capital Lease) relating to, leases permitted by this Agreement; (lh) Liens deemed to exist in connection with Investments in repurchase agreements arising from precautionary uniform commercial code financing statements filed under any lease (other than a Capital Lease) permitted under Section 7.02by this Agreement; (mi) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsLiens arising under the Loan Documents; (nj) Liens on property of a collection bank arising under Section 4-210 Borrower and its Subsidiaries securing the Senior Debt and subject to the terms of the Uniform Commercial Code on items in the course of collectionIntercreditor Agreement; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunder.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the scope of the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, ,’ warehousemen’s, mechanics,’ materialmen’s, materialmen and repairmen and repairmen’s or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty days or, if overdue for more than thirty days, or that are being contested in good faith and by appropriate proceedings diligently conducted for which proceedings, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation, which are covered in subsection (h) below), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in amount, and which that 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) which do not constituting an Event constitute Events of Default under Section 8.01(h)hereunder; (i) to the extent securing Liens securing, or in respect of, Indebtedness that is permitted under Section 7.03(e)in respect of capital leases, (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (Synthetic Leases and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred obligations for the purpose of financing all fixed or any part of the cost of acquiring such propertycapital assets (including, provided that but not limited to, any such Lien attaches to such property granted within 60 180 days of the acquisition thereof and attaches solely to of such fixed or capital asset); provided that (i) such Liens do not at any time encumber any property other than the property financed by such IndebtednessIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases Liens on property or subleases granted to others not interfering in any material respect with the business assets of the Borrower or any SubsidiarySubsidiary granted in connection with Sale and Leaseback Transactions, provided that the aggregate Attributable Principal Amount in connection with such Sale and Leaseback Transactions shall not at any time be in excess of $100,000,000; (k) Liens on property or assets of the Borrower or any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements Subsidiary granted in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with Securitization Transactions; (l) Liens deemed in favor of customs and revenue authorities arising as a matter of law to exist secure payment of customs duties in connection with Investments in repurchase agreements permitted under Section 7.02the importation of goods; (m) normal and customary licenses of intellectual property rights in the ordinary course of setoff upon deposits of cash in favor of banks or other depository institutionsbusiness; (n) Liens on the property and assets of any Person to the extent such Liens are existing at the time such Person becomes a collection bank arising under Section 4-210 member of the Uniform Commercial Code on items Consolidated Group, and any renewals, extensions or replacements thereof so long as the scope of the property covered thereby is not increased, provided such Liens are not created in contemplation thereof and do not extend to any property or assets of any other member of the course of collectionConsolidated Group; (o) Liens arising on property or assets of the Borrower and any real property as a result of any eminent domain, condemnation Subsidiary granted in connection with environmental remediation or similar proceeding being commenced obligations with respect to such real property; andproperty or assets not to exceed $50,000,000 in the aggregate; (p) Liens in favor of the United States or any state thereof, or any agency, instrumentality or political subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the provisions of any contract or statute, to the extent not constituting Indebtedness; and (q) Liens other than those referred to in subparagraphs (a) through (p) above, provided, however, that the aggregate principal amount of obligations secured by such Liens plus the aggregate principal amount of unsecured Indebtedness of Subsidiaries of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderoutstanding pursuant to Section 8.07(e) does not exceed 20% of Consolidated Net Worth.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedincreased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of carriers’, landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course Ordinary Course of business, provided that such Liens secure only amounts Business which are not overdue for a period of more than thirty (30) days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which proceedings, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course Ordinary Course of business Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course Ordinary Course of businessBusiness, provided that all such deposits in the aggregate could not reasonably be expected to result in a Material Adverse Effect; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal arising from judgments, decrees or other surety bonds relating to such judgments) attachments in circumstances not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e7.03(d), provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness;; (ii) such Liens attach to the subject property within thirty (30) days after the acquisition thereof and (iii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (j) leases Liens arising solely by virtue of any statutory or subleases granted common law provision relating to others banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, provided that (i) such deposit account is not interfering a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in any material respect with excess of those set forth by regulations promulgated by the business of FRB, and (ii) such deposit account is not intended by the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed Subsidiary to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other provide collateral to the depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderinstitution.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following: (ai) Liens covering the Collateral in favor of either Agent for the benefit of the Lenders granted or created pursuant to any Loan Document;Document (including, without limitation, the Security Agreement and the Mortgages); (ii) Liens granted pursuant to the Security Agreement and the Mortgages covering the Collateral in favor of the trustee under the Borrower Senior Notes Indenture and in favor of the holders of the Secured Trade Debt securing the Indebtedness evidenced by the Borrower Senior Notes and the Secured Trade Debt, respectively, each of which Liens is effectively subordinated, as to priority, to the Liens referred to in clause (i) preceding in accordance with the Security Agreement, and (iii) Liens granted pursuant to the Security Agreement covering only the general and limited partnership interests in the Borrower owned by Holdings and Petro (and no other Collateral) in favor of the trustee under the Holdings Senior Notes Indenture securing the Indebtedness evidenced by the Holdings Senior Notes, each of which Liens is effectively subordinated, as to priority, to the Liens referred to in clause (i) and clause (ii) preceding in accordance with the Security Agreement. (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property Property covered thereby is not increasedincreased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen materialmen, repairmen and repairmen suppliers and other like Liens imposed by Law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred Indebtedness permitted in accordance with Section 8.03(l) made in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case (taken as a whole) materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under permitted in accordance with Section 8.01(h8.03(m); (i) to the extent Liens securing purchase money Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on do not at any time encumber any Property other than the assets of a Portfolio Company securing capital leases of Property financed by such Portfolio Company (and attaching only to the property being leased)Indebtedness, (ii) Liens on the assets of a Portfolio Company existing on property at Indebtedness secured thereby does not exceed the time purchase price of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) Property being acquired and (iii) such Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches attach to such property Property concurrently with or within 60 90 days of after the acquisition thereof and attaches solely to the property financed by such Indebtednessthereof; (j) leases or subleases granted to others in the ordinary course of business of a Loan Party and not interfering in any material respect with the business of the Borrower or any SubsidiaryLoan Party; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the Uniform Commercial Code or similar proceeding being commenced with respect to provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such real propertygoods and related expenses; and (p) Liens in respect of the Subject Receivables (i) in favor of a Person providing services for the purpose of facilitating collection of the Subject Receivables on behalf and for the account of the Borrower arising and (ii) securing only Indebtedness permitted under Qualified Intercompany Debt Documents Section 8.03(k); provided, however, that, notwithstanding anything to the contrary contained in the foregoing clauses (a) through (p), none of the Excluded Property shall be subject to any Lien referred to in clause (b), (e), (f), (h), (i), (l), (m), (n) or (p) and securing Intercompany Debt permitted hereundernone of the Undeveloped Land shall be subject to any Lien referred to in clause (b), (e), (f), (h), (i), (l), (m), (n) or (p).

Liens. CreateNot, incurand not permit any other Loan Party or any Subsidiary of any Loan Party to, assume or suffer to exist, create or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Documentfor taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is effectively stayed; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of businessbusiness (such as (i) Liens of carriers, provided that such warehousemen, mechanics and materialmen and other similar Liens secure only amounts imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue for more than thirty days or, if overdue for more than thirty days, are or being diligently contested in good faith by appropriate proceedings diligently conducted and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves determined in accordance with GAAP have been establishedand the execution or other enforcement of which is effectively stayed; (ec) pledges or deposits in Liens described on Schedule 11.2 as of the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAClosing Date; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under limitation set forth in Section 7.03(e11.1(b), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company arising in connection with Capital Leases (and attaching only to the property being leasedleased for the Capital Leases described on Schedule 11.2), and (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 20 days of the acquisition thereof and attaches solely to the property financed by such Indebtednessso acquired; (je) leases attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the execution or subleases granted to others 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, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Borrower any Loan Party or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result Subsidiary of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertyLoan Party; and (pg) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderthe Loan Documents. Notwithstanding anything contained herein to the contrary, no Loan Party shall create or permit to exist any Lien on (x) any real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired) of any foreign Subsidiary, or (y) any Capital Securities issued by any foreign Subsidiary (other than Liens arising under the Loan Documents).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedchanged; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet delinquent or, if overdue for more than thirty daysdelinquent, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person, including, without limitation, easements or reservations in any property of a Loan Party or Subsidiary for the purpose of roads, rights-of-way, railroads, railroad side tracks, electric lines, pipe lines, sewers, water and gas transmission and distribution mains, conduits, water rights of states, any subdivision thereof or others, building and use restrictions and defects of title to, or leases of, any parts of the property of a Loan Party or its Subsidiary; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) Liens securing purchase money Indebtedness, including, without limitation, any Indebtedness incurred to finance the extent securing Indebtedness acquisition, construction or improvement of any real estate acquired by a Loan Party or a Subsidiary; provided that is permitted under Section 7.03(e), (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to do not at any time encumber any property other than the property being leased)and improvements thereto financed by such Indebtedness, (ii) such Liens on attach to such property concurrently with or within ninety days after the assets of a Portfolio Company existing on property at the time of the acquisition acquisition, construction or improvement thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) such Liens do not secure obligations that constitute purchase money security interests on exceed, in the aggregate at any property one time outstanding, an amount equal to fifteen percent (15%) of a Portfolio Company securing Indebtedness Total Assets minus the amount of such Portfolio Company obligations secured by Liens incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches pursuant to such property within 60 days of the acquisition thereof Sections 8.01(z) and attaches solely to the property financed by such Indebtedness;8.01(ee). (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02entered into in connection with Investments in Cash Equivalents; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on pledges by a Loan Party or a Subsidiary of assets as security to be deposited with any real property Governmental Authority at any time required by Law as a result condition to the transaction of any eminent domainbusiness or the exercise of any privilege, condemnation license or right; (p) good faith deposits or the granting of security in connection with tenders, redemption, contracts or leases to which a Loan Party or a Subsidiary is a party or deposits for the purpose of terminating obligations under an indenture; (q) Liens (including, without limitation, purchase money mortgages, conditional sale agreements and other title retention agreements and leases in the nature of title retention agreements) on property of a Loan Party or a Subsidiary in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of the United States or any state thereof, or in favor of any other country or political subdivision thereof, or any agency or instrumentality of such country or political subdivision, to secure partial progress installment, advance or other payment pursuant to any contract or statute or to secure any Indebtedness or other obligation (or related instrument) incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (r) Liens incurred or created in the ordinary course of business and in accordance with sound oil and gas industry practice in respect of the exploration, development or operation of oil and gas properties or related production or processing facilities or the transmission of petroleum substances as security in favor of any other Person conducting the exploration, development, operation or transmission of the property to which such Liens relate, for any Loan Party’s or a Subsidiary’s portion of the costs and expenses of such exploration, development, operation or transmission, provided that such costs or expenses are not delinquent or, which are being contested in good faith; provided such Loan Party or Subsidiary shall have made adequate provision therefor in accordance with GAAP; (s) overriding royalty interests, net profit interests, reversionary interests and carried interests or other similar proceeding being commenced burdens on production in respect of any Loan Party’s or Subsidiary’s oil and gas properties that are entered into with or granted to arm’s length third parties in the ordinary course of business and in accordance with sound oil and gas industry practice in the area of operation; (t) Liens for penalties arising under non-participation provisions of operating agreements in respect of any Loan Party’s or a Subsidiary’s oil and gas properties if such Liens do not materially detract from the value of any material part of the property of the Loan Parties and the Subsidiaries, taken as a whole; (u) the right reserved to or vested in any Governmental Authority by the terms of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof; (v) any right of first refusal in favor of any Person granted in the ordinary course of business with respect to all or any of the oil and gas properties of any Loan Party or any Subsidiary; (w) the rights of buyers under production sale contracts related to any Loan Party’s or Subsidiary’s share of petroleum substances entered into in the ordinary course of business, provided that the contracts create no rights (including any Lien) in favor of the buyer or any other Person in, to or over any reserves of petroleum substances or other assets of any Loan Party or Subsidiary, other than a dedication of reserves (not by way of Lien or absolute assignment) on usual industry terms; (x) the making of good faith deposits or providing security in connection with tenders, redemptions, contracts or leases to which a Loan Party or Subsidiary is a party or deposits for the purpose of terminating obligations under an indenture; (y) Liens granted to trustees under any indentures for debt securities of a Loan Party or a Subsidiary for payment of the fees and expenses of such trustees (z) Liens securing Indebtedness existing in or relating to real estate acquired by a Loan Party or a Subsidiary for transmission, distribution or right-of-way purposes or in connection with its usual operations; provided that such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an amount equal to fifteen percent (15%) of Total Assets minus the amount of obligations secured by Liens incurred pursuant to Sections 8.01(i) and 8.01(ee); (aa) any obligations or duties affecting the property of a Loan Party or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license, permit or certificate; (bb) any irregularities or deficiencies of title to any rights-of-way for mains or pipes and/or appurtenances thereto or other improvements thereon and to any real estate used or to be used primarily for right-of-way purposes; (cc) leases made, or existing on property acquired, in the ordinary course of business; (dd) any extension, renewal or replacement (or successive extension, renewal or replacement) in whole or in part of any Lien referred to in the foregoing clauses, provided, however, that the principal amount of Indebtedness secured thereby is not increased and the extension, renewal or replacement shall be limited to all or part of the property which secured the Indebtedness so extended, renewed or replaced (plus improvements and construction on such property); and (pee) other Liens not described above; provided that such Liens do not secure obligations that exceed, in favor the aggregate at any one time outstanding, an amount equal to fifteen percent (15%) of Total Assets minus the Borrower arising under Qualified Intercompany Debt Documents amount of obligations secured by Liens incurred pursuant to Sections 8.01(i) and securing Intercompany Debt permitted hereunder8.01(z).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept for: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s, landlords’ or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves determined with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP have been establishedGAAP; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that 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 applicable PersonBorrower or any of its Subsidiaries; (f) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Restatement Effective Date (other than “products” and “proceeds” thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(e) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness (including the “products” and “proceeds” thereof, as each such term is defined in the Uniform Commercial Code of the State of New York) and (iii) the amount of Indebtedness secured thereby is not increased; (h) Liens securing judgments for created pursuant to the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)Security Documents; (i) to any interest or title of a lessor under any lease entered into by the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being so leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases Liens on the property or subleases granted assets of an Acquired Business or Acquired Foreign Business occurring or arising after the Restatement Effective Date and securing Assumed Indebtedness in an amount not to others exceed $50,000,000, provided that such Liens (i) were not interfering incurred in any material respect contemplation of the Permitted Acquisition or the Permitted Foreign Acquisition consummated in conjunction with the business assumption of such Assumed Indebtedness and (ii) do not encumber any property other than the Borrower or any Subsidiaryproperty acquired pursuant to such acquisition; (k) any interest Liens of title securities intermediaries and depository banks on the accounts held by them to secure the payment of a lessor under, fees and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements expenses payable to them in foreign jurisdictions) relating to, leases permitted by this Agreementrespect of the maintenance of such accounts; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02;on Margin Capital Stock that is held by the Borrower as treasury stock or that is held by any of its Subsidiaries; and (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; Liens not otherwise permitted by this Section so long as neither (ni) Liens of a collection bank arising under Section 4-210 the aggregate outstanding principal amount of the Uniform Commercial Code on items in obligations secured thereby nor (ii) the course of collection; aggregate fair market value (o) Liens arising on any real property determined as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderall Subsidiaries) $60,000,000 at any one time.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby consists only of the property covered by the Liens being renewed or extended and any renewal or extension of the obligations secured or benefited thereby is not increasedpermitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies charges, not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and materialmen, repairmen, landlord or other like Liens imposed by Law or arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) Liens, pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or a Foreign Benefit Law; (f) Liens or deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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, and including deposits (but not Liens) related to the acquisition of property; (gi) Liens with respect to minor imperfections of title and easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges, encumbrances or title defects affecting real property which, in the aggregate, are not substantial in 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 applicable Person, (ii) in the case of any property covered by a Mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, the Administrative Agent insuring the Mortgage; and (iii) in the case of any property covered by a Mortgage, upon certification by the Borrower that an easement, right-of-way, restriction, reservation, permit, servitude or other similar encumbrance granted or to be granted by the Borrower or any such Restricted Subsidiary does not materially detract from the value of or materially impair the use by the Borrower or such Restricted Subsidiary in the ordinary course of its business of the property subject to or to be subject to such encumbrance, the Administrative Agent shall execute such documents as are reasonably requested to subordinate its Mortgage to such encumbrance; (h) with respect to any Mortgaged Fee Property, Liens which appear as exceptions to the Title Policy delivered to the Administrative Agent with respect to such Mortgaged Fee Property that are not otherwise permitted by Section 8.01(a), (c), (d), (g) or (i) and are acceptable to the Administrative Agent, it being understood that Liens appearing on the Title Policies delivered to the Administrative Agent on the Closing Date are acceptable to the Administrative Agent; (i) any interest or title of a lessor or sublessor and any restriction or encumbrance to which the interest or title of such lessor or sublessor may be subject that is incurred in the ordinary course of business and, either individually or when aggregated with all other Liens described in clauses (a) through (h) in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (j) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)9.01 or securing appeal or other surety bonds related to such judgments; (ik) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness; Indebtedness and (jii) leases the Indebtedness secured thereby does not exceed the cost or subleases granted to others not interfering in any material respect with the business fair market value, whichever is lower, of the Borrower or any Subsidiary; (k) any interest property being acquired on the date of 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 Agreementacquisition; (l) Liens deemed in the nature of trustees’ Liens granted pursuant to exist any indenture governing any Indebtedness permitted by Section 8.03, in connection with Investments each case in repurchase agreements permitted favor of the trustee under Section 7.02such indenture and securing only obligations to pay compensation to such trustee, to reimburse its expenses and to indemnify it under the terms thereof; (m) normal Liens of sellers of goods to the Borrower and customary rights the Restricted Subsidiaries arising under Article 2 of setoff upon deposits the UCC or similar provisions of cash applicable law in favor the ordinary course of banks or other depository institutionsbusiness, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (n) Liens of a collection bank arising under Section 4-210 securing Assumed Indebtedness of the Uniform Commercial Code on items Borrower and the Restricted Subsidiaries permitted pursuant to Section 8.03(f); provided that (i) such Liens do not at any time encumber any property other than property of the Subsidiary acquired, or the property acquired, and proceeds thereof in connection with such Assumed Indebtedness and shall not attach to any assets of the course Borrower or any of collectionthe Restricted Subsidiaries theretofore existing or (except for any such proceeds) which arise after the date thereof and (ii) the Assumed Indebtedness and other secured Indebtedness of the Borrower and the Restricted Subsidiaries secured by any such Lien does not exceed the fair market value of the property being acquired in connection with such Assumed Indebtedness; (o) Liens arising on any real property as a result assets of any eminent domainForeign Subsidiaries of the Borrower securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (h), condemnation (l) or similar proceeding being commenced with respect to such real property; and(m) of Section 8.03; (p) Liens in favor on the Equity Interests of Unrestricted Subsidiaries securing Indebtedness incurred by such Unrestricted Subsidiaries; (q) operating leases or subleases granted by the Borrower or any of the Borrower arising under Qualified Intercompany Debt Documents Restricted Subsidiaries to any other Person in the ordinary course of business; and (r) Liens on (i) Accounts sold or contributed to a Receivables Co. in connection with a Permitted Receivables Transaction, (ii) other assets related to such Accounts and securing Intercompany Debt permitted hereunder(iii) proceeds of the foregoing, in each case created in connection with such Permitted Receivables Transaction.

Liens. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any Subsidiary (other than any Subsidiary Outside Company) to of its Subsidiaries to, create, incur, assume or suffer to exist, exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant on any property or asset of the Company or any Subsidiary existing on the Date of Closing set forth on Schedule 6D; provided, that such Lien shall not apply to any Loan Documentproperty or asset of the Company or any Subsidiary not encumbered thereby on the date hereof; (b) Liens existing on for taxes, assessments, governmental charges or levies, statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens, in each case, incurred in the Closing Date and listed on Schedule 7.01 and any renewals, replacements ordinary course of business for sums not yet due or extensions thereof, provided that the property covered thereby payment of which is not increasedat the time required by paragraph 5E; (c) Liens (other than Liens any Lien imposed under by ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security legislationor retirement benefits, other than any Lien imposed by ERISA; or (fii) deposits to secure (or to obtain letters of credit that secure) the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, surety and bonds, appeal bonds, bids, leases (other than leases providing for Capitalized Lease Obligations), performance bonds and bonds, purchase, construction or sales contracts or other obligations similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of a like nature incurred in the ordinary course of business; (g) easementsdeferred purchase price, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich do not, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Company’s property subject or assets or impair the use thereof or operation of its business; (d) Liens on property or assets of the Company or any Subsidiary securing obligations of such Obligor or Subsidiary to the Company or a Wholly Owned Subsidiary of the Company; (e) Liens on insurance policies owned by the Company on the lives of its officers securing policy loans obtained from the insurers under such policies, provided that (i) the aggregate amount borrowed on each policy shall not exceed the loan value thereof, and (ii) the Company shall not incur any liability to repay any such loans; (f) Liens in respect of purchase money obligations in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capitalized Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by paragraph 6C(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets together with all interest, fees and costs incurred in connection therewith; (g) Liens (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged with or into the Company or any Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Company or any Subsidiary of the Company; provided, that any such Lien was not created in contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (h) Liens on shares of stock or other equity interests of any Foreign Subsidiary, only to the extent that the Notes and the obligations relating thereto are secured pari passu with any other Indebtedness or obligations secured thereby; (i) judgment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceedings that are currently being contested in good faith for which adequate reserves have been established; (j) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower Obligor or any Subsidiary; (k) other Liens incidental to the conduct of the business of any interest Obligor or any Subsidiary or the ownership of title its property and assets which were not incurred in connection with the borrowing of a lessor undermoney or the obtaining of advances or credit, and Liens arising which do not in the aggregate materially detract from UCC financing statements (the value of its property or equivalent filings, registrations assets or agreements materially impair the use thereof in foreign jurisdictions) relating to, leases permitted by this Agreementthe operation of its business; (l) Liens deemed extensions, renewals, or replacements of any Lien referred to exist above in connection with Investments in repurchase agreements permitted under Section 7.02;subparagraphs (a), (b), (c), (e), (f), (g), (i) and (j) of this paragraph 6D; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; [and] (m) normal Liens securing Indebtedness permitted by paragraph 6C(l); provided that such Liens apply only to (i) the Capital Stock of Dent-A-Med and customary rights (ii) the assets of setoff upon deposits the Dent-A-Med Entities, including the Capital Stock of cash in favor any Subsidiaries of banks or other depository institutions;Dent-A-Med[.] ; and (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items securing obligations (other than Indebtedness) incurred in the ordinary course of collection; (o) Liens arising on business in an aggregate principal amount not to exceed at any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereundertime $5,000,000.

Liens. CreateNo Credit Party shall, incur, assume or suffer to exist, or nor shall they permit any Subsidiary (other than to, at any Subsidiary Outside Company) to time, create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Credit Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (including pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation) not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP or bonds are posted in accordance with applicable law; (dc) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided, provided that such Liens secure only amounts not overdue for more than thirty 30 days or, if overdue for more than thirty days, or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than IndebtednessIndebtedness not otherwise permitted pursuant to Section 7.02), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) zoning restrictions, easements, rights-of-way, restrictions restrictions, restrictive covenants, use restrictions, radius restrictions, options to purchase at fair market value, rights of first refusal or first offer, encroachments, protrusions, sets of facts that an accurate and up to date survey would show and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; provided, however, any zoning or other restrictions (including, without limitation, restrictive covenants) that limit the use of the applicable real property to a Healthcare Facility shall by definition not be a violation of this Section 7.01(e); (hf) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (jg) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of the Borrower any Credit Party or any Subsidiary; (kh) any interest of 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 Credit Agreement; (li) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 existence as of the Uniform Commercial Code Closing Date as set forth on items in Schedule 7.01 and any renewals or extensions thereof; provided, that the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertycovered thereby is not materially changed; and (pj) other Liens incurred in connection with Indebtedness as long as, after giving effect thereto, the Credit Parties are in compliance with the financial covenants in Section 6.12, on a Pro Forma Basis as if such Lien had been incurred as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01; provided, that the Credit Parties may not grant a mortgage, deed of trust, lien, pledge encumbrance or any other security interest, in each case, to secure Indebtedness with respect to any Unencumbered Property except in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderLenders. Notwithstanding anything to the contrary set forth herein, in no event shall any Credit Party or any Subsidiary that is not a Trilogy Subsidiary, at any time, create, incur, assume or suffer to exist any Lien upon any of its assets or revenues, whether now owned or hereafter acquired, in favor of any Trilogy Subsidiary.

Liens. CreateNo Company will, incurdirectly or indirectly, assume (a) enter into or suffer permit to existexist any arrangement or agreement which directly or indirectly prohibits any Company from creating or incurring any Lien on any of its assets, other than the Loan Papers, or permit any Subsidiary (other than any Subsidiary Outside Companyb) to create, incur, assume or suffer or permit to exist, be created or incurred or to exist any Lien upon any of its propertyassets, assets or revenues, whether now owned or hereafter acquired, other than the followingEXCEPT: (ai) Liens pursuant to any Loan Documentsecuring the Obligations; (bii) Liens existing on the Closing Date and listed on Schedule 7.01 and Pledges or deposits made to secure payment of worker's compensation, or to participate in any renewalsfund in connection with worker's compensation, replacements unemployment insurance, pensions, or extensions thereof, provided that the property covered thereby is not increasedother social security programs; (ciii) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good Good-faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (OTHER THAN for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAof the Companies; (fiv) deposits to secure Encumbrances consisting of zoning restrictions, easements, or other restrictions on the performance use of bidsreal property, trade contracts none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and leases none of which is violated by existing or proposed structures or land use; (other than Indebtedness)v) Liens of landlords or of mortgagees of landlords, statutory obligationsarising solely by operation of law, surety on fixtures and appeal bonds, performance bonds and other obligations of a like nature incurred movable property located on premises leased in the ordinary course of business; (gvi) easementsThe following, rights-of-waySO LONG AS the validity or amount thereof is being contested in good faith and by appropriate and lawful proceedings diligently conducted, restrictions reserve or other appropriate provisions (if any) required by GAAP shall have been made, levy and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amountexecution thereon have been stayed and continue to be stayed, and which they do not in any case the aggregate materially detract from the value of the property subject thereto of the Person in question, or materially interfere with impair the ordinary conduct use thereof in the operation of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); its business: (i) claims and Liens for Taxes (other than Liens relating to Environmental Laws or ERISA); (ii) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the extent securing Indebtedness that is permitted under Section 7.03(e)merits; and (iii) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens; and (ivii) Liens on the assets of a Portfolio Company Pledged Government Securities, securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens first six interest payments on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderSenior Reserve Notes.

Liens. CreateThe Borrower will not, incur, assume or suffer to exist, or and will not permit any Subsidiary (other than any Subsidiary Outside Company) to of its Subsidiaries to, create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets revenues or revenuesassets, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document; (b) Liens existing on granted to secure payment of Indebtedness of the Closing Date type permitted and listed on Schedule 7.01 described in clause (d) of Section 7.2.2 (and any renewals, replacements or extensions thereof, provided securing only those assets that are the property covered thereby is not increasedsubject of such Capitalized Lease Liabilities); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due at the time delinquent or which are thereafter payable without penalty or being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP shall have been set aside on its books; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising landlords incurred in the ordinary course of business, provided that such Liens secure only amounts business for sums not overdue for a period of not more than thirty 60 days or, if overdue for more than thirty days, are or being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves determined in accordance with GAAP shall have been establishedset aside on its books; (e) pledges or deposits Liens incurred in the ordinary course of business in connection with workers’ workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and other social security legislation, contracts (other than any Lien imposed by ERISAfor borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds; (f) deposits Liens in existence on the date hereof listed on Item 7.2.4(f) (Existing Liens) of the Disclosure Schedule, and replacement Liens securing any Refinanced Indebtedness permitted by clause (g) of Section 7.2.2 or any Refinanced Guarantee Obligation permitted by clause (a) of Section 7.2.3, provided that no such Lien (or replacement Lien) is spread to secure cover any additional property or assets after the performance Closing Date and that the amount of bids, trade contracts and leases Indebtedness or Guarantee Obligations (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessor Refinanced Indebtedness or Refinanced Guarantee Obligations) secured thereby is not increased; (g) Liens securing Indebtedness of Subsidiaries of the Borrower permitted by clause (d) of Section 7.2.2 incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 100% of the original purchase price of such property at the time it was acquired; (h) Liens on the property or assets of a Person which becomes or is merged with or into a Subsidiary of the Borrower after the date hereof securing Indebtedness permitted by clause (h) of Section 7.2.2, provided that (A) such Liens existed at the time such Person became or was merged with or into a Subsidiary and were not created in anticipation thereof, (B) any such Lien is not spread to cover any property or assets of such Person after the time such Person becomes or is merged with or into a Subsidiary, and (C) the amount of Indebtedness secured thereby is not increased; (i) Liens (not otherwise permitted hereunder) on assets of the Subsidiary Guarantors which secure obligations not exceeding $5,000,000 in aggregate amount at any time outstanding and Liens (not otherwise permitted hereunder) on assets of the Foreign Subsidiaries and ▇▇▇▇▇▇▇ securing Indebtedness permitted by clause (f)(ii) of Section 7.2.2; (j) Liens on Sold Receivables created pursuant to the Receivables Purchase Documents; (k) easements, rights-of-rights of way, restrictions and other similar charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in secure any case materially detract from the value of the property subject thereto obligations or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the ordinary conduct of business of the Borrower and its Subsidiaries or any Subsidiary; (k) any interest of title of the Revolving Credit Borrowers and their respective Subsidiaries, in each case taken as 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 Agreementwhole; (l) Liens deemed any Lien arising pursuant to exist any order of attachment, distraint or other legal process arising in connection with Investments court or arbitration proceedings so long as the execution or other enforcement thereof is effectively stayed, the claims secured thereby are being contested in repurchase agreements permitted under Section 7.02;good faith by appropriate proceedings, adequate reserves have been established with respect to such claims in accordance with GAAP and no Default would occur as a result thereof; and (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on licensing agreements entered into by any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor Subsidiary of the Borrower arising under Qualified Intercompany Debt Documents in the ordinary course of business for the use of Intellectual Property or other intangible assets of such Subsidiary, and securing Intercompany Debt settlements, permissions, consents to use, and other similar agreements concerning Intellectual Property or judgements adjudicating rights in Intellectual Property; provided, however, that none of the Liens permitted hereunderby clauses (i) or (j) of this Section 7.2.4 shall encumber any Collateral or subject any Collateral to the terms thereof.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by reasonable and appropriate responses and/or proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty (30) days or, if overdue for more than thirty (30) days, are being contested in good faith by reasonable and appropriate responses and/or proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA▇▇▇▇▇; (f) deposits made by SWY or any of its Subsidiaries to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, revenue bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property of SWY or any of its Subsidiaries which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens on assets of SWY and its Subsidiaries securing Indebtedness that is permitted under Section 7.03(e8.03(e) or (m), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (m) bankers’ liens and 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 under Section 4-210 4‑210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property of SWY or any of its Subsidiaries as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and; (p) Liens in favor on assets of SWY and its Subsidiaries securing Indebtedness permitted under Section 8.03(g); (q) Liens of sellers of goods to the Borrowers and any of their Subsidiaries arising under Article 2 of the Borrower arising under Qualified Intercompany Debt Documents UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing Intercompany Debt only the unpaid purchase price for such goods and related expenses; (r) Liens on assets of SWY and its Subsidiaries securing Indebtedness permitted hereunderunder Section 8.03(k); (s) licenses and sublicenses of intellectual property granted in the ordinary course of business; (t) Liens on assets of SWY and its Subsidiaries securing obligations under the SWY Credit Agreement; (u) [reserved]; (v) other Liens of a nature not contemplated in the foregoing clauses securing Indebtedness in an amount not to exceed, with respect to the Loan Parties and their Subsidiaries, $1,000,000 in the aggregate at any time outstanding. Notwithstanding anything to the contrary in this Section 8.01 or in any other Loan Document, in no event shall the Loan Parties or any of their Subsidiaries create, incur, assume or suffer to exist any Lien upon any mineral right or mining reserve owned or held by any of the Loan Parties or any of their Subsidiaries, whether owned or leased by virtue of deed, contract or otherwise, other than a Lien permitted under clause (c), (d), (g), (o) or (v) of this Section 8.01.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on under the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that Senior Loan Documents securing the property covered thereby is not increasedSenior Indebtedness up to the maximum amount permitted by the Senior Subordination Agreement; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of Statutory landlords’, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined with respect thereto are maintained on the books of the applicable Person in accordance with GAAP have been establishedGAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (not constituting an Event of Default under Section 8.1(f) or securing appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e7.3(d), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases or subleases granted Liens that are contractual rights of set-off relating to others not interfering purchase orders and other agreements entered into with customers in any material respect with the business ordinary course of the Borrower or any Subsidiary;business; and (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunder.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or contingent obligor with respect thereto is not changed and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)9.01(h) or securing appeal or other surety bonds related to such judgments; (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on do not at any time encumber any Property other than the assets of a Portfolio Company securing capital leases of Property financed by such Portfolio Company (and attaching only to the property being leased)Indebtedness, (ii) Liens the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the assets date of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) such Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches attach to such property Property concurrently with or within 60 ninety days of after the acquisition thereof and attaches solely to the property financed by such Indebtednessthereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiaryof its Subsidiaries; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (n) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (o) other Liens arising on which secure Indebtedness of the Borrower and its Subsidiaries; provided that the aggregate principal amount of Indebtedness secured thereby shall not at any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; andtime exceed $10,000,000; (p) Liens granted in favor of any Governmental Authority created pursuant to cost-type contracts, progress-billing contracts or advance-pay contracts with such Governmental Authority to which the Borrower arising or any of its Subsidiaries is a party in the materials and products of the Borrower and its Subsidiaries subject to such contracts or, in the case of advance-pay contracts only, any advance payments made thereunder to the Borrower and its Subsidiaries by such Governmental Authority; and (q) Liens on any Property of the Borrower or any of its Subsidiaries acquired after the Closing Date pursuant to a Permitted Acquisition or any Liens on any Property of any Person that becomes a Subsidiary after the Closing Date pursuant to a Permitted Acquisition provided that, in each case (i) such Liens secure only Acquired Purchase Money Indebtedness permitted under Qualified Intercompany Debt Documents Section 8.03(g), (ii) such Liens were not created in contemplation of or in connection with any such Permitted Acquisition and securing Intercompany Debt permitted hereunder(iii) such Liens do not at any time encumber any Property other than the Property financed by such Acquired Purchase Money Indebtedness.

Liens. CreateNone of Holdings, incur, assume or suffer to exist, or permit the Borrower nor any Subsidiary (other than any Subsidiary Outside Company) to of the Restricted Subsidiaries shall create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed set forth on Schedule 7.01 or, if not set forth on Schedule 7.01, relating to property having a fair market value, individually of not greater than $1,000,000 and any renewals, replacements or extensions thereof, in an aggregate principal amount for all such Liens of not greater than $5,000,000; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 7.03) and shall not subsequently apply to any other property or assets of the Borrower or any Restricted Subsidiary other than (i) after acquired property that is affixed or incorporated into the property covered thereby is not increasedby such Lien or financed by Indebtedness permitted under Section 7.03, and (ii) proceeds and products thereof; (b) any Lien created under the Loan Documents or permitted in respect of any Material Real Property by the terms of the applicable Mortgage; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, assessments or other governmental charges or levies not yet due delinquent for a period of more than thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.04; (d) Liens imposed by law (including, without limitation, Liens in favor of landlordscustomers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business, provided business and securing obligations that such Liens secure only amounts are not overdue for by more than thirty sixty (60) days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate and in respect of which, if applicable, Holdings, the Borrower or any Restricted Subsidiary shall have set aside on its books reserves determined in accordance with GAAP have been establishedor could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) pledges or (i) pledges, the grant of any other security interest and the deposits made in the ordinary course of business in connection compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security legislationlaws or regulations under U.S. or foreign law 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, other than casualty or liability insurance to Holdings, the Borrower or any Lien imposed by ERISARestricted Subsidiary; (f) deposits Liens to secure the performance of bids, trade contracts and (other than for Indebtedness for borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and return of money bonds, warranty bonds, bids, leases, government contracts, trade contracts, completion or performance guarantees and other obligations of a like nature (including (i) those incurred to secure health, safety and environmental obligations, (ii) those required by any Governmental Authority and (iii) letters of credit or bank guarantees issued in lieu of any such bonds or guarantees to support the issuance thereof) incurred in the ordinary course of business; (g) Restrictions (including zoning restrictions), covenants, easements, encroachments, declarations, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions and on use of real property, minor title defects, other similar encumbrances affecting real and Liens on Material Real Property disclosed by the title insurance policies (and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property whichother than the property (and any accessions thereto) 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); that do not render title unmarketable and that, in the aggregate, are not substantial in amount, and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any Restricted Subsidiary or would result in a Material Adverse Effect; (h) purchase money security interests in equipment or other property or improvements thereto (or, in the case of improvements, constructed) by Holdings, the Borrower or any Restricted Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements) or in respect of Sale and Lease-Back Transactions permitted under Section 7.05(p), Capital Lease Obligations or mortgaged financings; provided that (i) such security interests secure Indebtedness permitted by Section 7.03(h) (including any Permitted Refinancing in respect thereof), (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 equipment or other property or improvements at the time of such acquisition (or construction), including transaction costs incurred by Holdings, the Borrower or any Restricted Subsidiary in connection with such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of Holdings, the Borrower or any Restricted Subsidiary (other than to accessions to such equipment or other property or improvements); 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 (i) securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) that do not constituting constitute an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) arising out of judgments or awards against Holdings, the Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and to the extent not constituting an Event of Default and (iii) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (j) other Liens on the with respect to property or assets of a Portfolio Company existing on property Holdings, the Borrower or any Restricted Subsidiary with an aggregate fair market value (valued at the time of creation thereof) of not more than the greater of $15,000,000 and 2.5% of Consolidated Total Assets (determined at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation creation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary;Liens) (k) any interest or title of, or Liens created by, a lessor, sublessor, or licensor under any leases, subleases or licenses in respect of real property entered into by Holdings, the Borrower or any Restricted Subsidiary, as tenant or licensee, in the ordinary course of business; (l) Liens that are contractual rights of set-off or netting (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness for borrowed money, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business; (m) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights or (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (n) Liens securing obligations in respect of bankers acceptances, trade-related letters of credit and bank guarantees permitted under Section 7.03(f) facilitating the purchase, shipment or storage of goods and covering the goods (or the documents of title in respect of such goods) financed by such bankers’ acceptances, letters of credit or bank guarantees and the proceeds and products thereof; (o) licenses of intellectual property granted in the ordinary course of business; (p) Liens in favor of customs and revenue authorities arising as a lessor undermatter of law to secure payment of customs duties in connection with the importation of goods; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings, and the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens arising from UCC (i) any Uniform Commercial Code financing statements statement or filing filed against Holdings, the Borrower or any Restricted Subsidiary not authorized by Holdings, the Borrower or such Restricted Subsidiary (provided that Holdings, the Borrower or equivalent filings, registrations such Restricted Subsidiary will promptly upon obtaining knowledge thereof use commercially reasonable efforts to have such financing statement terminated or agreements in foreign jurisdictions) relating to, leases corrected to the extent permitted by this the Uniform Commercial Code) and precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (s) Liens securing insurance premium financing arrangements, provided that such Liens are limited to the applicable insurance contracts; (t) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect of Permitted First Priority Refinancing Debt are subject to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Second Priority Refinancing Debt are subject to the Junior Lien Intercreditor Agreement; (lu) Liens to secure other Indebtedness permitted pursuant to Section 7.03(m) on a junior basis; provided that the Borrower is in compliance with if such Indebtedness is subordinated in writing to the Obligations or is secured by a Lien on the Collateral that is junior to the Liens in the Collateral securing the Obligations, a Total Leverage Ratio of no greater than 4.50:1.00 on a Pro Forma Basis immediately after giving effect to the incurrence of such Indebtedness and recomputed as of the last day of the most recently ended fiscal quarter of Holdings for which financial statements required by Section 6.01 are available; provided further that to the extent such Liens are on Collateral the representative of the holders of such Indebtedness becomes party to the Junior Lien Intercreditor Agreement; (v) Liens in favor of Borrower or any Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e); (w) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (px) Liens on Equity Interests of Joint Ventures securing obligations of such Joint Venture; and (y) Any Lien on any property or asset of any Restricted Subsidiary securing Indebtedness assumed pursuant to Section 7.03(k)(i) or a Permitted Refinancing thereof; provided that such Liens are not incurred in connection with or in anticipation of such Permitted Business Acquisition or other permitted Investment and do not attach to any other assets of the Borrower or any of its Restricted Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Business Acquisition or permitted Investment and the proceeds and products thereof and accessions thereto; Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on any Collateral consisting of certificated Equity Interests, other than Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents Collateral Agent and securing Intercompany Debt Liens permitted hereunderby Section 7.01(c), (d), (i), (t), (u), or (x).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental assessments, charges or other governmental levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Mentor or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAP; (db) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or that are bonded off and being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlegislation and deposits securing liability insurance carriers under insurance or self insurance arrangements; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, contractual or warranty obligation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichthat, in the aggregate, are not substantial in 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 Mentor or any of its Subsidiaries; (f) Liens in existence on the applicable Persondate hereof listed on Schedule 7.03(f), securing Indebtedness permitted by Section 7.02(d), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of Mentor or any of its Subsidiaries incurred pursuant to Section 7.02(e) solely to finance the acquisition or construction of new equipment, fixed assets or real property or the refinancing of real property, provided that, (i) such Liens shall be created (other than in connection with real property refinancings) within 90 days after the acquisition of such new equipment, fixed assets or real property and (ii) such Liens do not at any time encumber any property other than the equipment, fixed assets or real property financed by such Indebtedness; (h) Liens created pursuant to the Mortgages; (i) contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; (j) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions whether arising by contract or operation of law, incurred in the ordinary course of business so long as such deposits are not intended to be collateral for any obligations; (k) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition; (l) Liens arising from precautionary UCC financing statements regarding operating leases not constituting Indebtedness or consignments; (m) Liens securing judgments for Indebtedness permitted hereunder on property or assets acquired pursuant to a Permitted Acquisition or permitted Investment, or on property or assets of a Subsidiary of Mentor in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or permitted Investment, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition or permitted Investment and do not attach to any other asset of Mentor or any of its Subsidiaries; (n) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (o) Liens encumbering customary initial deposits and margin deposits, and similar Liens and margin deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business; (p) Liens incurred in connection with the purchase or shipping of goods or assets on the related goods or assets and proceeds thereof in favor of the seller or shipper of such goods or assets; (q) Liens in favor of customs and revenues authorities which secure payment of money customs duties in connection with the importation of goods; (r) Liens arising out of judgments or appeal or other surety bonds relating to such judgments) awards not constituting an Event of Default under Section 8.01(h); (is) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets any interest or title of a Portfolio Company securing capital leases licensor, sublicensor, lessor or sublessor under any license or lease agreement in the ordinary course of such Portfolio Company (and attaching only to business not interfering with the property being leased), (ii) Liens on the assets business of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all Mentor 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 attaches solely to the property financed by such Indebtednessits Subsidiaries; (jt) licenses, sublicenses, leases or subleases granted to others third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower Mentor or any Subsidiaryof its Subsidiaries; (ku) Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto; (v) Liens incurred in the ordinary course of business of Mentor or any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases Subsidiary not otherwise permitted by this AgreementSection so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to Mentor and all Subsidiaries) $5,000,000 at any one time; (lw) Liens deemed to exist any escrow arrangement in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 respect of the Uniform Commercial Code on items in obligations of Holdings and its Subsidiaries under the course of collection; (o) Liens arising on any real property Magellan Note Documents, so long as the funds funded into escrow do not exceed the amount outstanding under the Magellan Seller Notes plus interest expected to accrue thereon during a result of any eminent domain, condemnation or similar proceeding being commenced with respect period not to such real propertyexceed two years; and (px) Liens in favor securing the obligations under the Syndicated Credit Agreement; provided, that such Liens shall not encumber any of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderMortgaged Properties.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fe) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gf) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hg) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (ih) to the extent securing Indebtedness that is permitted under Section 7.03(e)leases, (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased)subleases, (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all licenses 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases sublicenses granted to others not interfering in any material respect with the business of the Borrower Company or any Subsidiaryof its Subsidiaries; (ki) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (mj) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nk) Liens of a collection bank arising under Section 4-210 4‑210 of the Uniform Commercial Code on items in the course of collection; (ol) Liens on property of any Person securing purchase money Indebtedness, Capital Leases and Synthetic Leases of such Person, provided that (a) any such Lien attaches to such property (and only such property) concurrently with or within 90 days after the incurrence of the Indebtedness secured thereby and (b) the Indebtedness secured thereby shall not exceed the purchase price of the asset(s) financed; (m) Liens arising under repurchase agreements and reverse repurchase agreements held by the Company or its Subsidiaries in the ordinary course of business as part of its cash management policies; (n) Liens on specific assets existing at the time of acquisition of such assets (or of the Person holding title to such assets, as applicable) by the Company or any real property as a result Subsidiary, provided that in the case of any eminent domainsuch Lien (i) such Lien was not created in contemplation of such acquisition, condemnation (ii) such Lien shall not apply to any other assets of the Company or similar proceeding being commenced with respect its Subsidiaries and (iii) such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such real propertyacquisition and not incurred in contemplation of such acquisition (and any refinancings, renewals or extensions thereof, so long as the principal amount is not increased); and (po) other Liens in favor not otherwise prohibited under the terms of this Agreement; provided that (i) the aggregate principal amount of all Indebtedness secured by such Liens does not exceed an amount equal to 10% of the Borrower arising under Qualified Intercompany Debt Documents consolidated total assets of the Company and securing Intercompany Debt permitted hereunderits Subsidiaries, as determined in accordance with GAAP, at any time outstanding and (ii) no such Liens shall be granted on the accounts receivable or inventory of a Loan Party to secure Indebtedness of the Company or any of its Subsidiaries.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISAERISA or Internal Revenue Code Section 430) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty sixty days or, if overdue for more than thirty sixty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or Internal Revenue Code Section 430; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(f), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (m) normal and customary Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of setoff upon deposits of cash in favor of banks or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institutionsinstitution; (n) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (op) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (pq) Liens not otherwise permitted hereunder in favor respect of obligations in an aggregate amount not to exceed the Borrower arising under Qualified Intercompany Debt Documents Threshold Amount at any time outstanding, or such higher amount as approved by the Administrative Agent and securing Intercompany Debt the Required Lenders; provided, that notwithstanding anything in the foregoing to the contrary, the Parent shall not be permitted hereunderto incur any Liens upon any of its property, assets or revenues, except for those incurred pursuant to clauses (a), (b), (c), (d), (h), (l), (m) or (o) of this Section 8.01.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions or refinancings thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension or refinancing of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiaryof its Subsidiaries; (k) any interest of 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 not prohibited by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsinstitutions and upon accounts in favor of securities intermediaries; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the Uniform Commercial Code or similar proceeding being commenced with respect to provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such real property; andgoods and related expenses; (p) Liens in favor of Verisign or other ICANN accredited registry on cash deposits made pursuant to accreditation agreements entered into in the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunder.ordinary course of business; or

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower a Loan Party or any Subsidiaryof their Subsidiaries; (kj) any interest of 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; (lk) Liens deemed to exist in connection with Investments in permitted repurchase agreements permitted under Section 7.02agreements; (ml) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (on) Liens of sellers of goods to a Loan Party and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the Uniform Commercial Code or similar proceeding being commenced with respect to provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such real propertygoods and related expenses; and (po) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt connection with Indebtedness permitted hereunderby Section 8.03(j).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant securing the Obligations hereunder, including cash collateral and other Adequate Assurance pledged to any Loan Documentthe L/C Issuer and the Swing Line Lender to secure obligations of Defaulting Lenders as provided in Section 2.14; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedincreased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies that are not yet due or which for a period of more than thirty (30) days and are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen materialmen, repairmen, construction contractors and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established;, (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than and (ii) pledges and deposits of cash in the ordinary course of business 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 AWI or any Lien imposed by ERISASubsidiary; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property whichthat, in the aggregate, are not substantial in 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 applicable Person, taken as a whole; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) that do not constituting result in an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on do not at any time encumber any Property other than the assets of a Portfolio Company securing capital leases of Property financed by such Portfolio Company (and attaching only to the property being leased)Indebtedness, (ii) Liens on the assets of a Portfolio Company existing on property at Indebtedness secured thereby does not exceed the time cost or fair market value, whichever is lower, of the acquisition thereof by Property subject to such Portfolio Company (and not created in contemplation of such acquisition) Lien and (iii) such Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches attach to such property Property concurrently with or within 60 two hundred seventy (270) days of after the acquisition thereof and attaches solely to the property financed by such Indebtednessacquisition, construction, replacement, repair or improvement thereof; (j) leases leases, licenses, subleases or subleases sublicenses granted to others not interfering in any material respect with the business of the Borrower AWI or any Subsidiaryof its Subsidiaries, taken as a whole; (k) any interest of or title of a lessor underlessor, and Liens arising from UCC financing statements (sublessor, licensor or equivalent filingssublicensor or secured by a lessor’s, registrations sublessor’s, licensor’s or agreements sublicensor’s interest under leases or licenses entered into by AWI or any Subsidiary in foreign jurisdictions) relating to, leases permitted by this Agreementthe ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry; (o) Liens (i) of sellers of goods to AWI and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the Uniform Commercial Code or similar proceeding being commenced with 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 and (ii) 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 real property; andinventory or goods in the ordinary course of business; (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 Borrower importation of goods; (q) Liens on property or assets acquired in connection with a Permitted Acquisition, provided that (i) the indebtedness secured by such Liens is permitted under Section 8.03, and (ii) the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not attach or extend to any other property or assets; (r) Liens on Securitization Receivables sold, contributed, financed or otherwise conveyed or pledged in connection with a Securitization Transaction permitted pursuant to Section 8.03(j); (s) Liens securing Indebtedness or other obligations of (i) any Subsidiary in favor of any Loan Party and (ii) any Subsidiary that is not a Loan Party in favor of any other Subsidiary; provided that any such Lien shall be expressly junior in priority to the Liens granted to the secure the Obligations and all documentation therefor shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent ; (t) Liens arising under Qualified Intercompany Debt Documents out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by AWI or any Subsidiary in the ordinary course of business; (u) Liens deemed to exist in connection with Investments in repurchase agreements and securing Intercompany Debt reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (v) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of AWI or its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of AWI and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of AWI or any of the Subsidiaries in the ordinary course of business; (w) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by AWI or any of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (x) ground leases or subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by AWI or any of its Subsidiaries are located; (y) Liens arising from precautionary Uniform Commercial Code financing statements or similar filings (or equivalent filings, registrations or agreements in foreign jurisdictions); (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (aa) 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 AWI and the Subsidiaries, taken as a whole; (bb) [Intentionally Omitted]; (cc) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 8.02 to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 8.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (dd) Liens arising in the ordinary course of business to secure accounts payable or similar trade obligations of AWI or any Subsidiary not constituting Indebtedness; (ee) Liens deemed to exist by reason of (i) any encumbrance or restriction (including put and call arrangements) with respect to the Capital Stock and Capital Stock Equivalents of any joint venture or similar agreement pursuant to any joint venture or similar arrangement or (ii) any encumbrance or restriction imposed under any contract for the sale by AWI or any Subsidiary of the Capital Stock and Capital Stock Equivalents of any Subsidiary, or any business unit or division of AWI or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to the relevant Capital Stock and Capital Stock Equivalents; (ff) the modification, replacement, renewal or extension of any Lien permitted of this Section 8.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.03(e), and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 8.03; (gg) liens on property of Foreign Subsidiaries of AWI securing Indebtedness of Foreign Subsidiaries permitted under Section 8.03(s); and (hh) other Liens not described above, provided that such Liens do not secure obligations in excess of an amount equal to the greater of (i) one percent (1.0%) of Consolidated Total Assets or (ii) $25,000,000, at any one time outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not increasedchanged, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing purchase money Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to do not at any time encumber any property other than the property being leased)financed by such Indebtedness, (ii) if such Liens existed on the assets of a Portfolio Company Person existing on property at the time such Person becomes a Subsidiary of the acquisition thereof by Company in connection with a Permitted Acquisition, such Portfolio Company (and Liens were not created in contemplation of such acquisition) Permitted Acquisition and (iii) if such Liens that constitute purchase money security interests on any property of are created or granted by the Company or a Portfolio Company securing Indebtedness of Subsidiary, such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches Liens attach to such property concurrently or within 60 ninety days of after the acquisition thereof and attaches solely to the property financed by such Indebtednessthereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower Company or any Subsidiaryof its Subsidiaries; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection;; and (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor shares of the Borrower arising under Qualified Intercompany Debt Documents Company’s common capital stock that have been repurchased by the Company and securing Intercompany Debt permitted hereunder.held in treasury, to the extent such common capital stock constitutes “margin stock” within the meaning of Regulation U.

Liens. CreateNot, incur, assume or suffer to exist, or and not permit any Subsidiary (other than any Subsidiary Outside Company) to, create or permit to create, incur, assume or suffer to exist, exist any Lien upon on any of its propertyreal or personal properties, assets or revenues, rights of whatsoever nature (whether now owned or hereafter acquired), other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements for taxes or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges not at the time delinquent or levies not yet due thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted and, in each case, for which it maintains adequate reserves determined in accordance with GAAP have been establishedreserves; (eb) pledges or deposits Liens arising in the ordinary course of business (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with workers’ worker's compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with surety bonds, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations similar obligations) for sums not overdue or being contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of a like nature incurred property or services, and, in the ordinary course of businesseach case, for which it maintains adequate reserves; (gc) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, Liens identified in the aggregate, are not substantial in 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 applicable PersonSchedule 10.8; (hd) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) subject to the extent securing Indebtedness that is permitted under limitation set forth in Section 7.03(e10.7(c), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio the Company or any Subsidiary (and not created in contemplation of such acquisition) and (iiiii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 financed by such Indebtednessso acquired; (je) leases attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $250,000 arising in connection with court proceedings, provided the execution or subleases granted to others 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, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the Borrower Company or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (pg) Liens in favor of the Borrower Agent for the benefit of the Banks arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderthe Loan Documents.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (“Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 date hereof and any renewalsrefinancing, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedincreased and that the amount of the Indebtedness secured thereby is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and provided further that any such Liens securing Indebtedness with a principal or face amount exceeding $10,000,000 existing as of the date hereof shall be listed on Schedule 7.01; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies provided that such taxes are not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or any Foreign Plan; (f) deposits to secure the performance of bids, trade contracts, government contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (including obligations imposed by the Applicable Laws of foreign jurisdictions and excluding obligations for the payment of borrowed money); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)) or securing appeal or other surety bonds related to such judgments; (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e7.02(b), ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; and (j) the interest of a purchaser of Permitted Receivables acquired pursuant to, or any Lien on the assets of a Portfolio Company securing capital leases Securitization Subsidiary granted pursuant to, one or more Permitted Receivables Facilities, provided that at no time shall the aggregate amount of such Portfolio Company Indebtedness incurred pursuant to Permitted Receivables Facilities exceed the Securitizations Threshold (and attaching only measured as of the most recently ended fiscal period of Holdings for which financial statements have been delivered pursuant to the property being leased), (iiSection 6.01(a) Liens on the assets of a Portfolio Company existing on property or Section 6.01(b) at the time of the acquisition thereof by granting such Portfolio Company (and not created in contemplation of interest or otherwise incurring such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any SubsidiaryLien); (k) Liens on assets acquired in any interest acquisitions permitted hereunder after the date of title this Agreement; provided, however, that (A) such Liens existed at the time of a lessor undersuch Acquisition and were not created in anticipation thereof, (B) any such Lien does not by its terms cover any assets after the time of such Acquisition which were not covered immediately prior thereto, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements C) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such Acquisition and any refinancing Indebtedness in foreign jurisdictions) relating to, leases respect thereof permitted by this AgreementSection 7.02(c); (l) Liens deemed arising by virtue of any contractual, statutory or common law provision relating to exist banker’s liens, rights of setoff or similar rights and remedies as 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 Company or the relevant Subsidiary in connection excess of those set forth by the regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution with Investments in repurchase agreements permitted under Section 7.02respect to otherwise unrelated obligations of the Company or any such Subsidiary to such depository institution; (m) normal and customary rights Liens consisting of setoff upon deposits of cash precautionary financing statements filed in favor of banks or other depository institutionsconnection with operating leases; (n) other Liens of a collection bank arising under securing Indebtedness in an aggregate principal amount not to exceed at any time outstanding the principal amount permitted by Section 4-210 of the Uniform Commercial Code on items in the course of collection7.02(e); (o) Liens arising on any real property as a result by virtue of any eminent domain, condemnation or similar proceeding being commenced with respect deposits made in the ordinary course of business to such real property; andsecure liability for premiums to insurance carriers; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business; (q) licenses of intellectual property (i) granted by any Loan Party or any of its Subsidiaries in the ordinary course of business and (ii) between or among any Loan Party and\or any Subsidiaries thereof; (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 Borrower arising importation of goods in the ordinary course of business; (s) restrictions on transfers of securities imposed by applicable securities laws; (t) any interest or title of a lessor, sublessor, licensor or sublicensor by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under Qualified Intercompany Debt Documents leases or licenses entered into by any Loan Party or its Subsidiary as tenant, subtenant, licensee or sublicense in the ordinary course of business, including any assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and securing Intercompany Debt Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; (u) Liens on (i) any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Loan Party or its Subsidiary in connection with any proposed Acquisition, letter of intent or purchase agreement permitted hereunderhereunder and (ii) cash relating to escrows established for an adjustment in purchase price or liabilities or indemnities for Dispositions, to the extent the relevant Disposition is permitted hereby; and (v) Liens in favor of a trustee or agent in an indenture or similar document relating to any Indebtedness to the extent such Liens secure only customary compensation and reimbursement obligations of such trustee or agent.

Liens. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any Subsidiary (other than any Subsidiary Outside Company) to of its Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to existexist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without limitation, any Lien upon document or instrument in respect of goods or accounts receivable) of the Company or any of its property, assets or revenuessuch Subsidiary, whether now owned or held or hereafter acquired, other than the followingor any income or profits therefrom or assign or otherwise convey any right to receive income or profits, except: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 10.5 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedchanged; (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (dc) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet delinquent or, if overdue for more than thirty daysdelinquent, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fe) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gf) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person, including, without limitation, easements or reservations in any property of the Company or any of its Subsidiaries for the purpose of roads, rights-of-way, railroads, railroad side tracks, electric lines, pipe lines, sewers, water and gas transmission and distribution mains, conduits, water rights of states, any subdivision thereof or others, building and use restrictions and defects of title to, or leases of, any parts of the property of the Company or any of its Subsidiaries; (hg) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h11(i); (h) Liens securing purchase money Indebtedness, including, without limitation, any Indebtedness incurred to finance the acquisition, construction or improvement of any real estate acquired by the Company or a Subsidiary; provided that (i) such Liens do not at any time encumber any property other than the property and improvements thereto financed by such Indebtedness, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition, construction or improvement thereof and (iii) such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an amount equal to 15% of Total Assets (as determined as of the end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of obligations secured by Liens incurred pursuant to Sections 10.5(r) and 10.5(w) and (y) the amount of Indebtedness outstanding pursuant to Section 10.8; provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under the Principal Credit Facility pursuant to this clause (h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower Company or any Subsidiary; (kj) any interest of 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; (lk) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02entered into in connection with Investments in Cash Equivalents; (ml) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nm) Liens of a collection collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (n) pledges by the Company or a Subsidiary of assets as security to be deposited with any Governmental Authority at any time required by law as a condition to the transaction of any business or the exercise of any privilege, license or right; (o) Liens arising on good faith deposits provided in connection with tenders and deposits for the purpose of terminating obligations under an indenture; (p) the right reserved to or vested in any real property Governmental Authority by the terms of any lease, license, grant or permit or by any statutory or regulatory provision to terminate any such lease, license, grant or permit or to require annual or other periodic payments as a result condition of the continuance thereof; (q) Liens granted to indenture trustees to secure the payment of fees and expenses of such trustees under any eminent domainindenture for debt securities of the Company or a Subsidiary; (r) Liens securing Indebtedness existing in or relating to real estate acquired by the Company or a Subsidiary for transmission, condemnation distribution or similar proceeding being commenced right-of-way purposes or in connection with its usual operations; provided that such Liens do not secure obligations that exceed, in the aggregate at any one time outstanding, an amount equal to 15% of Total Assets (as determined as of the end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of obligations secured by Liens incurred pursuant to Sections 10.5(h) and 10.5(w) and (y) the amount of Indebtedness outstanding pursuant to Section 10.8; provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under the Principal Credit Facility pursuant to this clause (r); (s) any obligations or duties affecting the property of the Company or its Subsidiaries to any municipality or public authority with respect to any franchise, grant, license, permit or certificate; (t) any irregularities or deficiencies of title to any rights-of-way for mains or pipes and/or appurtenances thereto or other improvements thereon and to any real estate used or to be used primarily for right-of-way purposes; (u) leases made, or existing on property acquired, in the ordinary course of business; (v) any extension, renewal or replacement (or successive extension, renewal or replacement) in whole or in part of any Lien referred to in the foregoing clauses, provided, however, that the principal amount of Indebtedness secured thereby is not increased and the extension, renewal or replacement shall be limited to all or part of the property which secured the Indebtedness so extended, renewed or replaced (plus improvements and construction on such real property); and (pw) other Liens not described above; provided that such Liens do not secure obligations that exceed, in favor the aggregate at any one time outstanding, an amount equal to 15% of Total Assets (as determined as of the Borrower arising end of the most recent fiscal year) minus the sum of, without duplication, (x) the amount of obligations secured by Liens incurred pursuant to Sections 10.5(h) and 10.5(r) and (y) the amount of Indebtedness outstanding pursuant to Section 10.8; provided that in no event shall the Company or any Subsidiary create, permit or suffer to exist any Lien securing any Indebtedness or other obligations under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderthe Principal Credit Facility pursuant to this clause (w).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 date hereof and any renewalsrefinancing, replacements renewals or extensions thereof, provided that the property covered thereby is not increasedincreased and that the amount of the Indebtedness secured thereby is not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and provided further that any such Liens securing Indebtedness with a principal or face amount exceeding U.S.$1,000,000 shall be listed on Schedule 7.01; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAERISA or any Foreign Plan; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h)) or securing appeal or other surety bonds related to such judgments; (i) to the extent Liens securing Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets, including real estate; provided that is permitted under Section 7.03(e), (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases or subleases granted to others not interfering in any material respect with the business interest of the Borrower a purchaser of Permitted Receivables acquired pursuant to, or any SubsidiaryLien on the assets of a Securitization Subsidiary granted pursuant to, one or more Permitted Securitizations, provided that at any time the aggregate amount of Indebtedness incurred pursuant to Permitted Securitizations shall not exceed U.S.$100,000,000; (k) Liens on specific tangible assets (including real estate, but not including inventory and other current assets) acquired in any interest Acquisitions permitted hereunder after the date of title this Agreement; provided, however, that (A) such Liens existed at the time of a lessor undersuch Acquisition and were not created in anticipation thereof, (B) any such Lien does not by its terms cover any assets after the time of such Acquisition which were not covered immediately prior thereto, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsC) relating to, leases permitted any such Lien does not by this Agreementits terms secure any Indebtedness other than Indebtedness existing immediately prior to the time of such Acquisition; (l) Liens deemed arising by virtue of any contractual, statutory or common law provision relating to exist banker’s liens, rights of set-off or similar rights and remedies as 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 Company or the relevant Subsidiary in connection excess of those set forth by the regulations promulgated by the FRB, and (ii) such deposit account is not intended by the Company or any of its Subsidiaries to provide collateral to the depository institution with Investments in repurchase agreements permitted under Section 7.02respect to otherwise unrelated obligations of the Company or any such Subsidiary to such depository institution; (m) normal and customary rights Liens consisting of setoff upon deposits of cash precautionary financing statements filed in favor of banks or other depository institutions;connection with operating leases; and (n) other Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items securing Indebtedness in the course of collection; (o) Liens arising on aggregate principal amount not to exceed U.S.$35,000,000 at any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereundertime outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except the following: following (each a “Permitted Lien” and collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Borrower or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAP; ; (db) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; proceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; ; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; ; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that 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 Borrower or any of its Subsidiaries; (f) Liens in existence on the applicable Person; date hereof listed on Schedule 7.3(f), provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens securing Indebtedness of Borrower or any Subsidiary (and the interests of a lessor under Capital Lease of Borrower or its Subsidiaries) incurred to finance the acquisition of fixed or capital assets and related software, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the products and proceeds thereof; (h) Liens created pursuant to the Security Documents; (i) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, and extensions and renewals thereof; provided that (i) any Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed by Borrower or any of its Wholly-Owned Subsidiaries pursuant to a Permitted Acquisition as a result of a merger or consolidation or the acquisition of an asset securing such Indebtedness, so long as such Indebtedness was not incurred in anticipation or contemplation of such Permitted Acquisition and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any asset of Borrower or any of its Subsidiaries; (j) any interest or title of a lessor under any lease entered into by Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (k) Liens on assets other than Collateral, securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(hIX(h); ; (il) to the extent securing Indebtedness that is permitted interests of lessors under Section 7.03(e), operating leases; (im) Liens on the assets consisting of a Portfolio Company securing capital leases licenses and sublicenses of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such intellectual property, provided that and, with respect to any such Lien attaches to such property within 60 days of licenses where a Group Member is the acquisition thereof and attaches solely to the property financed by such Indebtedness; (j) leases licensee or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) sublicensee, any interest of or title of a lessor under, and Liens arising from UCC financing statements (licensor or equivalent filings, registrations under any such license or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; sublicense; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties that are not more than 30 days past due in connection with the Borrower arising importation of goods; (o) Liens on cash collateral securing reimbursement obligations that are not past due to issuing banks under Qualified Intercompany Debt Documents and securing Intercompany Debt letters of credit otherwise permitted hereunder; (p) Liens on assets other than Collateral acquired in any Investment not prohibited by this Agreement to the extent such Liens were in existence at the time of acquisition and not incurred in anticipation thereof; (q) Liens upon such accounts and the financial assets therein in favor of other financial institutions arising in connection with Borrower’s or any Subsidiary’s deposit or securities accounts held at such institutions and not securing Indebtedness for borrowed money; (r) Liens on ▇▇▇▇▇▇▇ money deposits required under a letter of intent or purchase agreement in connection with acquisitions and other transactions otherwise permitted hereunder; (s) Liens on assets representing part of the proceeds of a sale or other disposition of property otherwise permitted hereunder, to secure post closing obligations to the buyer in connection with such sale or other disposition; (t) Liens on insurance proceeds securing the payment of financed insurance premiums; and (u) other Liens on assets securing Indebtedness not in excess of $10,000,000 in the aggregate at any time outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan DocumentDocument or otherwise securing the Secured Obligations; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not increasedchanged, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies Taxes not yet due or Liens for Taxes which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Statutory Liens of landlords, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty (30) days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted; provided that adequate reserves determined with respect thereto are maintained on the books of the applicable Person in accordance with GAAP have been establishedGAAP; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e7.02(c), ; provided that (i) such Liens on do not at any time encumber any property other than the assets property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being acquired on the date of acquisition; (j) bankers’ 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 Borrower or any of its Subsidiaries with any Lender, in each case in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing solely the customary amounts owing to such bank with respect to cash management and operating account arrangements; provided, that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) Liens arising out of judgments or awards not resulting in an Event of Default; provided the applicable Loan Party or Subsidiary shall in good faith be prosecuting an appeal or proceedings for review; (l) Any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by any Loan Party or any Subsidiary thereof in the ordinary course of business and covering only the assets so leased), licensed or subleased; (iim) Liens on the assets property of a Portfolio Company Person existing on property at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the acquisition thereof by Borrower or becomes a Subsidiary of the Borrower; provided that such Portfolio Company (and Liens were not created in contemplation of such acquisitionmerger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (n) and any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority; (iiio) Liens that constitute purchase money security interests (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.03 to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such propertyDisposition permitted under Section 7.05, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and attaches in each case, solely to the property financed by extent such IndebtednessInvestment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (jp) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other similar escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto; (s) 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 in the ordinary course of business; (t) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not interfering (i) interfere in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries or (ii) secure any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertyIndebtedness; and (pu) other Liens securing Indebtedness outstanding in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderan aggregate principal amount not to exceed $5,000,000, provided that no such Lien shall extend to or cover any Collateral.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers', warehousemen's, mechanics', materialmen and repairmen and materialmen's, repairmen's or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal 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) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens Liens, or an existing pledge of a deposit, securing judgments for the payment of money (senior debt by an Affiliate or appeal Subsidiary to a foreign financial institution as described in the financial statements delivered pursuant to Section 5.05 or other surety bonds relating which may be disclosed from time to time by any such judgments) party; provided the Indebtedness secured by such Liens does not constituting an Event of Default under Section 8.01(h)exceed $10,000,000 in aggregate principal amount; (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) leases or subleases granted to others not interfering Liens in any material respect with the business favor of the Borrower or any Subsidiarya Loan Party; (k) any interest of title Liens on property of a lessor underPerson existing at the time such Person is acquired by, merged with or into or consolidated with Limited or a Subsidiary; provided, that such Liens were in existence prior to the contemplation of such acquisition, merger or consolidation and Liens arising from UCC financing statements (do not extend to any assets other than those of the Person acquired by, merged into or equivalent filings, registrations consolidated with Limited or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementa Subsidiary; (l) Liens deemed on property existing at the time of acquisition thereof by Limited or a Subsidiary; provided, that such Liens were in existence prior to exist in connection with Investments in repurchase agreements permitted under Section 7.02the contemplation of such acquisition; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;Liens securing Indebtedness permitted by Section 7.03(h); and (n) Liens of a collection bank arising under existing on the Closing Date against the Investments described in Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunder7.02(j).

Liens. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon on the Property of any of its property, assets Credit Party or revenuesany Subsidiary, whether now owned or hereafter acquired, or assign any right to receive any income, other than the following:following (collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Documentsecuring the Secured Obligations; (b) Liens existing on securing obligations under the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increasedDIP Term Loan Facility; (c) Liens (other than Liens imposed under ERISA) for taxesby law, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedsuch as landlord’s, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlordsmaterialmen’s, mechanics’, carriers’, warehousemenworkmen’s and repairmen’s liens, mechanics, materialmen and repairmen and other like Liens similar liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, business securing obligations which if overdue for a period of more than thirty days, 30 days are being contested in good faith by appropriate procedures or proceedings diligently conducted and for which adequate reserves determined in accordance with GAAP have been established; (ed) pledges or deposits Liens arising in the ordinary course of business in connection with workers’ compensationout of pledges or deposits under workers compensation laws, unemployment insurance and insurance, old age pensions, or other social security legislationor retirement benefits, or similar legislation to secure public or statutory obligations; (e) Liens for Taxes, assessment, or other than any Lien imposed governmental charges which are not yet delinquent and payable or, if overdue, which are being actively contested in good faith by ERISAappropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (f) deposits Liens securing purchase money debt or Capital Lease obligations permitted under Section 6.1(d); provided that each such Lien encumbers only the Property purchased in connection with the creation of any such purchase money debt or the subject of any such Capital Lease, and all proceeds and products thereof (including insurance proceeds) and accessions thereto, and the amount secured thereby is not increased; (g) 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 any Credit Party 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; (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 and burdening only deposit accounts or other funds maintained with a depository institution; (i) Liens on cash, deposit accounts or securities pledged or encumbered to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligationstenders, surety and appeal bonds, government contracts, performance bonds and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business; (gj) easements, rights-of-way, restrictions judgment and other similar encumbrances affecting real property which, in the aggregate, are attachment Liens not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating giving rise to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any SubsidiaryDefault; (k) any interest Liens in favor a banking institution arising by operation of title law encumbering deposits in accounts held by such banking institution incurred in the ordinary course of a lessor under, business and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements which are within the general parameters customary in foreign jurisdictions) relating to, leases permitted by this Agreementthe banking industry; (l) Liens deemed to exist Any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license entered into in connection with Investments in repurchase agreements permitted under Section 7.02the ordinary course of business and covering only the asset so leased or licensed; (m) normal Defects and customary rights irregularities in title to any Property which in the aggregate do not materially impair the fair market value or use of setoff upon deposits of cash in favor of banks the Property for the purposes for which it is or other depository institutionsmay reasonably be expected to be held; (n) Liens on advance of a collection bank arising under Section 4-210 cash or ▇▇▇▇▇▇▇ money deposits in favor of the Uniform Commercial Code on items seller of any property to be acquired in connection with Capital Expenditures permitted hereunder, which advances shall be applied against the course of collection;purchase price for such permitted Capital Expenditures; and (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor Property of the Borrower arising under Qualified Intercompany Debt Documents or its Subsidiaries existing on the Petition Date and securing Intercompany Debt set forth in Schedule 6.2 and refinancing, extensions renewals and replacements thereof permitted hereunder; provided that such Liens shall secure only those obligations which they secure on the date hereof and such Liens shall not be extended to cover any additional Property not subject thereto on the Petition Date.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Eighth Amendment Effective Date and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety (90) days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiaryof its Subsidiaries; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions, including any Lien arising under articles 24 or 25 of the General Terms and Conditions (Algemene Bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in the Netherlands pursuant to general terms and conditions; (nm) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (n) Liens of sellers of goods to the Company and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (o) Liens arising on assets of Foreign Subsidiaries created or deemed to exist in connection with any real property as a result Securitization Transaction permitted under Section 8.03(f), but only to the extent that any such Lien relates to the applicable assets of any eminent domainForeign Subsidiaries actually sold, condemnation contributed or similar proceeding being commenced with respect otherwise conveyed pursuant to such real property; andSecuritization Transaction; (p) Liens securing Indebtedness permitted by Section 8.03(i), so long as such Liens (i) only attach to the insurance policies being financed, including any return premiums, dividend payments and loss payments that reduce unearned premiums and (ii) are expressly subject to the Administrative Agent’s rights as a loss payee and mortgagee in such insurance policies; (q) Liens solely on equipment of the Company and its Subsidiaries (and not, for the avoidance of doubt, extending to any other property or asset of the Company or any Subsidiary) securing Indebtedness permitted under Section 8.03(j); provided, that, (i) such Liens do not at any time encumber any property other than the equipment (and proceeds thereof) financed by such Indebtedness and (ii) such Liens attach to such equipment concurrently with or within ninety (90) days after the acquisition thereof; (r) Liens, if any, in favor of the Borrower arising under Qualified Intercompany Debt Documents and Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (s) [Reserved]; and (t) other Liens securing Intercompany Debt permitted hereunderIndebtedness or other obligations in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not supplemented, (ii) the amount secured or benefited thereby is not increased, and (iii) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits and involuntary Liens that arise by operation of Law to secure the performance of bids, trade contracts and leases (other than Indebtedness), ) statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) judgment Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) which would not constituting constitute an Event of Default under Section 8.01(h)Default; (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) licenses (with respect to intellectual property Collateral and other property), leases or subleases granted to others third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiaryof its Subsidiaries or resulting in a material diminution in the value of any Collateral as security for the Secured Obligations; (k) any (i) interest of or title of a lessor underor sublessor under any lease not prohibited by this Agreement, and (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii), so long as the holder of such Lien or restriction agrees to recognize the rights of such lessee or sublessee under such lease; (l) Liens arising from filing UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, solely to leases permitted not prohibited by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of setoff upon deposits of cash in favor of banks or other depository institutionsany real property; (n) Liens arising out of a collection bank arising under Section 4-210 conditional sale or title retention, consignment or similar arrangements for the sale of good entered into by the Uniform Commercial Code on items Borrower or any of its Subsidiaries in the ordinary course of collectionbusiness and not prohibited by this Agreement; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertyvehicle leases of the Borrower and its Subsidiaries entered into in the ordinary course of business; and (p) Liens with respect to operating leases of copiers, fax machines and similar office equipment in favor the ordinary course of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderbusiness.

Liens. CreateNot, incur, assume or suffer to exist, or and not permit any Subsidiary (other than any Subsidiary Outside Company) to to, create, incur, assume or suffer to existbe created, incurred or exist any Lien upon Lien, or enter into or make any commitment to enter into any arrangement for the acquisition of its propertyany property through conditional sale, assets lease-purchase, or revenues, whether other title retention agreements with respect to property now owned or hereafter acquiredacquired by the Company or any Subsidiary, other than the followingexcept: (a) Liens pursuant existing on the Effective Date (or such other date set forth in such Schedule 5.12(a)) and described in Schedule 5.12(a), and Liens on the same property securing any Indebtedness the proceeds of which are used solely to any Loan Documentrefinance the Indebtedness secured by such existing Liens; (b) Liens existing on deposits or pledges, or cash collateral given to any financial institution that has issued a letter of credit, in any case to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, incurred in the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that ordinary course of business of the property covered thereby is not increasedCompany; (c) Liens (other than Liens imposed under ERISA) for taxes, fees, assessments or and governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted and for which adequate whatever reserves determined in accordance with required by GAAP have been established; (ed) pledges or deposits in the ordinary course Liens consisting of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’, materialmen’s or mechanic’s liens and other similar liens and encumbrances affecting real none of which interfere materially with the use of the property which, covered thereby in the aggregate, are not substantial in amount, ordinary course of the business of the Company or such Subsidiary 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 applicable Personsuch properties; (he) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Subject to the extent securing Indebtedness that is permitted under limitation set forth in Section 7.03(e5.13(d), (i) Liens on created or assumed in connection with the assets acquisition of a Portfolio real property by the Company securing capital leases of or any Subsidiary, provided that such Portfolio Company (and attaching Liens attach only to the property being leased)acquired and secure only Indebtedness incurred solely to finance the acquisition of such property, (ii) and Liens on the assets same property securing any Indebtedness the proceeds of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches which are used solely to the property financed by refinance such Indebtedness; (jf) leases Subject to the limitation set forth in Section 5.13(d), Liens on inventory of the Company or subleases granted any Subsidiary and proceeds thereof pursuant to others not interfering in any material respect agreements with the business suppliers of inventory or inventory lenders to the Borrower Company or any such Subsidiary, provided that such Liens attach only to inventory financed pursuant to such agreements and secure only Indebtedness incurred solely to finance the acquisition of such inventory by the Company or such Subsidiary; (k) any interest of 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; (lg) Liens deemed on equipment, provided that such Liens secure only Indebtedness incurred solely to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal and customary rights finance, or reimburse the Company for the cost of, capital expenditures for the acquisition or construction of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderequipment.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenuesrevenues (other than Equity Interests of the Borrower to the extent constituting margin stock), whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Effective Date and listed on Schedule 7.01 8.01 to the Disclosure Letter (Effective Date) and any renewals, replacements renewals or extensions thereof, provided that thereof so long as the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business; provided, provided that that, such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedconducted; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and public liability laws, other than any Lien imposed by ERISA; (f) pledges or deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), public or statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions zoning and other restrictions, irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) attachment Liens and Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(g) or (h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e); provided, that, (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to do not at any time encumber any property other than the property being leased), (or proceeds thereof) financed by such Indebtedness and (ii) such Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches attach to such property concurrently with or within 60 ninety days of after the acquisition thereof and attaches solely to the property financed by such Indebtednessor completion or construction thereof; (j) licenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of title of a lessor under, and Liens arising from UCC Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (m) normal and customary rights of setoff upon deposits of cash or banker’s Liens in favor of banks or other depository institutionsor financial institutions arising as a matter of law or under customary agreements for the provision of banking and securities intermediary services and Liens securing payment obligations thereunder; (n) Liens of a collection bank arising under Section Sections 4-208 and 4-210 of the Uniform Commercial Code (or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction) on items in the course of payment or collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and; (p) Liens on property of a Person acquired in connection with a Permitted Acquisition existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary or existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided, that, (i) such Liens were not created in contemplation of such merger, consolidation, Investment or acquisition, (ii) such Liens do not encumber any property other than the property encumbered at the time of such merger, consolidation, Investment or acquisition, and the proceeds and products thereof, (iii) such Liens do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or the assets so acquired, and (iv) any Indebtedness secured by such Lien is permitted under Section 8.03 (it being understood that such Indebtedness shall reduce availability under the applicable basket in Section 8.03 except in the case of Indebtedness of the type described in Section 8.03(e)); (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 and deposits as security for contested custom or import duties; (r) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposit made by the Borrower or any Subsidiary in connection with any letter of intent or acquisition agreement relating to a Permitted Acquisition, Disposition or other transaction that is not prohibited by this Agreement; (s) rights of first refusal, voting, redemption, transfer or other restrictions with respect to the Equity Interests in any joint venture entities or other Persons that are not Subsidiaries acquired in connection with Investments permitted under Section 8.02; (t) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge, redemption or termination (including by way of cash collateralization) of Indebtedness to the extent such defeasance, discharge, redemption or termination is not prohibited by this Agreement; (u) Liens on Securitization Related Property created or deemed to exist in connection with any Permitted Securitization Transaction; (v) preferential arrangements in the form of subordination and intercreditor agreements in favor of creditors of the customers of the Borrower and its Subsidiaries; (w) Liens securing Indebtedness permitted under Section 8.03(h); provided, that, (i) at the time of creation, assumption or incurrence of the Indebtedness secured by any such Lien and after giving effect thereto and the application of the proceeds thereof, no Default or Event of Default would exist and (ii) to the extent such Liens encumber the Collateral, such Liens shall be subject to an Intercreditor Agreement; (x) Liens in favor of Governmental Authorities securing the obligations of Foreign Subsidiaries in jurisdictions outside of the United States; provided, that, (i) such Liens are required by such Governmental Authorities in order for such Foreign Subsidiaries to conduct business in such jurisdictions and (ii) such Liens do not extend to any assets other than those of such Foreign Subsidiaries; (y) Liens on inventory (and the proceeds thereof) in favor of financiers of inventory (including vendor financiers) to secure trade payables incurred in the ordinary course of business in connection with the acquisition of inventory; (z) Liens on Investments maintained pursuant to Section 8.02(c) in favor of the Borrower arising beneficiary of any such unqualified deferred compensation arrangement; (aa) Liens securing Indebtedness under Qualified Intercompany Debt Section 8.03(m); (bb) Liens created or deemed to exist on any Receivables or Related Assets in connection with any Permitted Supplier Finance Program; (cc) other Liens securing obligations not constituting Indebtedness for borrowed money in an aggregate principal amount outstanding not to exceed $50,000,000; and (dd) Liens securing Indebtedness under Section 8.03(n); provided, that, such Liens do not extend to any assets other than the Equity Interests of such Foreign Subsidiary and the assets of such Foreign Subsidiary and its Subsidiaries. Notwithstanding anything to the contrary in this Section 8.01 or otherwise, no Special Purpose Subsidiary shall create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than Liens (i) existing under the Permitted Securitization Transaction to which such Special Purpose Subsidiary is a party and (ii) permitted under the applicable Securitization Documents and securing Intercompany Debt permitted hereunderto which such Special Purpose Subsidiary is a party.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 7.01(b) and any modifications, replacements, renewals, replacements refinancings or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby by such Lien or financed or refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is not increasedpermitted by Section 7.03; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or levies which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or for property taxes on property that the Borrower or one if its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment or other charge is to such property; (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not yet due overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (de) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days or, if overdue for more than thirty days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (ei) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) pledges and deposits in the ordinary course of business 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, other than casualty or liability insurance to the Borrower or any Lien imposed by ERISARestricted Subsidiary; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than IndebtednessIndebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, are not substantial in 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 applicable PersonBorrower or any Restricted Subsidiary; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on attach concurrently with or within two hundred and seventy (270) days after the assets acquisition, repair, replacement, construction or improvement (as applicable) of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased)subject to such Liens, (ii) such Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred except for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches accessions to such property within 60 days of the acquisition thereof and attaches solely to other than the property financed by such IndebtednessIndebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of assets provided by one lender may be cross collateralized to other financings of assets provided by such lender (or its affiliates); (j) leases leases, licenses, subleases or subleases sublicenses granted to others in the ordinary course of business which do not interfering (i) interfere in any material respect with the business of the Borrower or any SubsidiaryRestricted Subsidiary or (ii) secure any Indebtedness; (k) any interest Liens in favor of title customs and revenue authorities arising as a matter of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements law to secure payment of customs duties in foreign jurisdictions) relating to, leases permitted by this Agreementconnection with the importation of goods in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (mi) 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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i), (n), (o) and (v) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens on (i) property of any Foreign Subsidiary that is not a Loan Party, which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 7.03 and (ii) property of any Restricted Subsidiary in favor of any Loan Party; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary (other than any Person that is a Subsidiary at the time of such acquisition of another Person that becomes a Restricted Subsidiary)); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time (or incurred pursuant to a commitment entered into prior to such time) and which require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k); (p) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (r) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; (s) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business and (iv) otherwise to secure Cash Management Obligations in the ordinary course of business; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits to secure the obligations of the Borrower or any of the Restricted Subsidiaries under any letter of intent or purchase agreement permitted hereunder; (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition, (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g), and (iii) Liens securing Indebtedness permitted under Section 7.03(s) on the property and assets of the Person or Persons (and its or their Equity Interests) acquired with the proceeds of such Indebtedness; (w) ground leases in respect of real property as on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (x) Liens on the assets of Receivables Subsidiaries in respect of the Receivables Facilities; (y) Liens (i) incurred by a result Receivables Management Subsidiary on Receivables Management Assets securing a Receivables Management Financing permitted under Section 7.03, (ii) on the Equity Interests of any eminent domainExcluded Receivables Management Subsidiary and its property and assets securing a Receivables Management Financing and (iii) on Receivables Management Assets in connection with any Disposition of Receivables Management Assets by a Receivables Management Subsidiary; (z) other Liens securing obligations outstanding in an aggregate principal amount not to exceed $75,000,000; (aa) Liens securing Additional Senior Secured Notes, condemnation provided that if the Liens on the Collateral securing such Additional Senior Secured Notes (i) are or similar proceeding being commenced with respect are intended to be junior in priority to the Liens on the Collateral securing the Obligations, then such real propertyLiens shall be subject to a Junior Priority Intercreditor Agreement and (ii) are pari passu to Liens on the Collateral securing the Obligations, then such Liens shall be subject to a Pari Passu Intercreditor Agreement; and (pbb) Liens in favor on the property, assets or the stock of a Restricted Subsidiary to the Borrower arising extent such Liens secure Indebtedness permitted under Qualified Intercompany Debt Documents and Section 7.03(y), provided that any Liens securing Intercompany Debt permitted hereundersuch Indebtedness shall be limited to Liens on the property, assets or the stock of such Restricted Subsidiary.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) if applicable, the renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(a); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets precautionary UCC filings in respect of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtednessoperating leases; (j) leases leases, licenses, subleases or subleases sublicenses granted to others in the ordinary course of business which do not interfering (i) interfere in any material respect with the business of the Borrower Company or the Company and its Material Subsidiaries taken as a whole or (ii) secure any SubsidiaryIndebtedness; (k) any interest of title Liens in favor of a lessor under, and Liens arising from UCC financing statements (under any lease entered into by the Company or equivalent filings, registrations or agreements any Material Subsidiary in foreign jurisdictions) relating to, leases permitted by this Agreementthe ordinary course of business but only with respect to the assets so leased; (l) Liens deemed to exist on assets of any entity acquired by the Company or any of its Subsidiaries in connection with Investments in repurchase agreements a transaction permitted under Section 7.02this Agreement; provided that (i) such Liens are in existence on the date of such acquisition and not created in anticipation thereof and (ii) such Liens are released within 180 days of the consummation of such acquisition; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;Liens securing Indebtedness permitted under Section 7.02(d); and (n) Liens of a collection bank arising under Section 4-210 not otherwise permitted by Sections 7.01(a) through (m) (including but not limited to ERISA Liens) that will not in the aggregate at any time attach to assets of the Uniform Commercial Code on items Company and its Subsidiaries in the course excess of collection; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; and (p) Liens in favor 15% of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderConsolidated Total Assets as measured as of the applicable date of the financial information most recently delivered to the Administrative Agent pursuant to Section 4.01(a)(viii) or 6.01.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or and other governmental charges or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if provided that adequate reserves with respect thereto are maintained on the books of Holdings, the applicable Person Borrower or its Subsidiaries, as the case may be, in accordance conformity with GAAP; (db) Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen and repairmen and materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business, provided business that such Liens secure only amounts are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or that are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits made to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, leases, statutory or regulatory obligations, surety and appeal bonds, bankers acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case excluding obligations for borrowed money; (ge) easements, rights-of-way, municipal and zoning ordinances, title defects, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that 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 Holdings, the applicable PersonBorrower or any of its Subsidiaries; (f) Liens securing (i) Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(d) to finance the acquisition of fixed or capital assets, provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (C) the amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so long as such Liens do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries; (g) [Reserved]; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing judgments for obligations of the payment Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of money credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (or appeal i) any landlord’s Lien or other surety bonds relating interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) Liens created under Pole Agreements on cables and other property affixed to such judgmentstransmission poles or contained in underground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with franchise agreements or Pole Agreements; (l) Liens arising from judgments or decrees not constituting an Event of Default under Section 8.01(h8.1(i); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal Liens arising under or in connection with any sale and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsleaseback transaction permitted by Section 7.10; (n) Liens of a collection bank arising under Section 4-210 on cash collateral securing obligations of the Uniform Commercial Code on items Borrower and its Subsidiaries in the course respect of collectionHedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section 7.2(h); (o) junior Liens arising on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any real property Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on terms and conditions no less favorable to the interests of the Loan Parties and the Lenders in any material respect than those contained in the Senior Note Intercreditor Agreement; (p) [Reserved] (q) [Reserved] (r) Liens not otherwise permitted by this Section so long as a result neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $250,000,000 at any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertyone time outstanding; and (ps) Liens on assets of Holdings, the Borrower or any Guarantor in favor each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of the Borrower arising under Qualified Intercompany Debt Documents and First Lien Intercreditor Agreement securing Intercompany Debt Indebtedness permitted hereunderby Section 7.2(n).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or authorize or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any right, title or interest in and to accounts or other right to receive income, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 5.08(b) and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not increasedexpanded, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen and materialmen, repairmen, suppliers or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 60 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;. (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) for the payment of money not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e7.02(e), (i) ; provided that such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiaryits Subsidiaries; (k) any Liens on the interest of title of a lessor under, and Liens arising from UCC financing statements any Person (other than the Borrower or equivalent filings, registrations its Subsidiaries) in any property leased by such Person to the Borrower or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementits Subsidiaries; (l) Liens deemed to exist rights of licensors and licensees under licenses of IP Rights entered into in connection with Investments in repurchase agreements permitted under Section 7.02the ordinary course of business; (m) normal and customary rights Liens on Equity Interests in any joint venture securing obligations of setoff upon deposits of cash in favor of banks or other depository institutionssuch joint venture; (n) Liens of a collection bank sellers of goods to the Borrower or its Subsidiaries arising under Section 4-210 Article 2 of the Uniform Commercial Code on items in the ordinary course of collectionbusiness, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (o) Liens arising on any real property as a result cash collateral or other deposits in favor of any eminent domain, condemnation or similar proceeding being commenced with respect the issuing lender of letters of credit issued pursuant to such real property; andSection 7.02(l); (p) Liens on property or assets acquired pursuant to an acquisition or other investment permitted under Section 7.03 (and the proceeds thereof) or on property or assets of a Subsidiary in favor existence at the time such Subsidiary is acquired pursuant to such acquisition and not created in contemplation thereof; provided that (i) such Liens do not at any time extend to any other entity, property or assets and (ii) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed $25,000,000; and (q) Liens (other than Liens described in any of the Borrower arising under Qualified Intercompany Debt Documents and foregoing clauses) securing Intercompany Debt permitted hereunderobligations not exceeding $15,000,000 in the aggregate at any time outstanding.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and or other like Liens arising in the ordinary course of business, provided that such Liens secure only amounts business which are not overdue for a period of more than thirty 30 days or, if overdue for more than thirty days, or which are being contested in good faith and by appropriate proceedings diligently conducted for which conducted, if adequate reserves determined in accordance with GAAP have been establishedrespect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance (including payment) of bids, trade contracts and contracts, licenses, leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such IndebtednessIndebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiary; (k) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.027.02(a); (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens on an insurance policy of any Loan Party or any Subsidiary and the identifiable cash proceeds thereof in favor of the issuer of such policy and securing Indebtedness permitted to finance the premiums of such policies; (o) Liens for the benefit of a seller deemed to attach solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition; (p) Liens constituting the filing of UCC financing statements solely as a precautionary measure in connection with the consignment of goods; (q) Liens securing Acquired Indebtedness permitted under Section 7.03(m), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; (r) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (os) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertySettlement Liens; and (pt) other Liens of a type not otherwise contemplated by this Section 7.01 that secure obligations in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderan aggregate amount not to exceed $1,000,000.

Liens. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any Subsidiary (other than any Subsidiary Outside Company) to of its Subsidiaries to, create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets revenues or revenuesassets, whether now owned or hereafter acquired, other than the followingexcept: (ai) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due at the time delinquent or which are thereafter payable without penalty or being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP shall have been set aside on its books; (dii) Liens of landlords, carriers, warehousemen, mechanics, materialmen and repairmen and other like Liens arising landlords incurred in the ordinary course of business, provided that such Liens secure only amounts business for sums not overdue for more than thirty days or, if overdue for more than thirty daysoverdue, are being diligently contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves determined in accordance with GAAP shall have been establishedset aside on its books; (eiii) pledges or deposits Liens incurred in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and or other social security legislationforms of governmental insurance or benefits, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of bids, trade contracts and leases (other than Indebtedness)tenders, statutory obligations, leases and contracts (other than for Debt) entered into in the ordinary course of business or to secure obligations on surety and or appeal bonds, performance bonds and other obligations ; (iv) judgment Liens in existence for less than 15 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a like nature incurred customary deductible) by insurance maintained with responsible insurance companies; (v) the Liens of the lessee created or permitted by Ordinary Leases; (vi) any purchase money Liens on property acquired or held by the Company or any Subsidiary in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred or assumed for the purpose of financing all or any part of the cost of acquiring such property; provided, provided that (i) any such Lien attaches to such property concurrently with or within 60 twenty (20) days of after the acquisition thereof and thereof, (ii) such Lien attaches solely to the property financed by so acquired in such Indebtedness; transaction, (jiii) leases or subleases granted to others not interfering in any material respect with the business principal amount of the Borrower or any Subsidiary; (k) any interest Indebtedness secured thereby does not exceed 100% of title the cost of a lessor undersuch property, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsiv) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (m) normal the aggregate amount of all such Indebtedness on a consolidated basis for the Company and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens arising on its Subsidiaries shall not at any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real propertytime exceed $1,000,000.00; and (pvii) Liens in favor securing the payment of Debt permitted under Section 5.12 (other than Section 5.12(b)), PROVIDED that (x) no such Debt is incurred pursuant to a Secured Credit Agreement and (y) such Liens shall be permitted only if the aggregate amount of all Debt secured by such Liens does not exceed 15% of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderCompany's Tangible Net Worth as of the end of the most recently completed fiscal quarter of the Company.

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that 8.01 to the property covered thereby is not increasedDisclosure Letter; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that provided, that, such Liens secure only amounts (i) not yet due and payable, (ii) if due, not overdue for by more than thirty days or(30) days, (iii) that if overdue for by more than thirty (30) days, are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been establishedestablished or (iv) with respect to which the failure to make payment could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, indemnity and performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) (i) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable PersonPerson and (ii) Liens disclosed on any Mortgage that are reasonably acceptable to the Administrative Agent; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens securing Indebtedness permitted under Section 8.03(e)(i), provided, that: (x) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (y) the Indebtedness secured thereby does not exceed the cost (negotiated on the assets an arm’s-length basis) of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), acquired on the date of acquisition and (z) such Liens attach to such property concurrently with or within 180 days after the acquisition thereof and (ii) Liens securing Indebtedness permitted under Section 8.03(e)(ii) on the any assets of a Portfolio Company existing on or property at the time of prior to the acquisition thereof by such Portfolio Company (and not created in contemplation of or in connection with such acquisition) and (iii) acquisition or Investment; provided, that, such Liens that constitute purchase money security interests on do not at any time encumber any assets or property of a Portfolio Company securing Indebtedness of such Portfolio Company incurred for other than the purpose of financing all assets 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 attaches solely to the property financed by such IndebtednessIndebtedness and, for the avoidance of doubt, such Liens do not apply to any other assets or property of the Borrower or any Subsidiary; (j) licenses, sublicenses, leases or subleases (other than relating to intellectual property) granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiaryof its Subsidiaries; (k) (i) any interest of title of a lessor under, and Liens arising from UCC Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementAgreement and (ii) the filing of UCC financing statements solely as a precautionary measure with respect to operating leases in the ordinary course of business; (l) Liens deemed arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to exist banker’s Liens, rights of set off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto) or other funds maintained with a depository institution or securities intermediary, in connection with Investments each case incurred in repurchase agreements permitted under Section 7.02the ordinary course of business; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (n) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (o) Liens arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; andPermitted Licenses; (p) Liens on cash collateral pledged to secure Indebtedness in respect of corporate credit cards permitted pursuant to Section 8.03(f); (q) Liens in favor of customs and revenue authorities arising as a matter of law, in the ordinary course of business, to secure payment of customs duties in connection with the importation of goods; (r) pledges and deposits in the ordinary course of business securing liability to insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary (including obligations in respect of letters of credit or bank guarantees for the benefit of such insurance carriers); (s) customary rights of first refusal, voting, redemption, transfer or other restrictions (including call provisions and buy-sell provisions), in each case, with respect to the Equity Interests of any joint venture or other Person that is not a Subsidiary; (t) Liens arising under Qualified Intercompany Debt Documents conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course of business; provided, that, such Lien attaches only to the goods subject to such sale, title retention, consignment or similar arrangement; (u) to the extent constituting a Lien, escrow arrangements securing indemnification obligations associated with a Permitted Acquisition or any other Investment permitted under Section 8.02 (other than by reference to this Section 8.01 (or any sub-clause hereof)); (v) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement for a Permitted Acquisition or any other Investment permitted under Section 8.02 (other than by reference to this Section 8.01 (or any sub-clause hereof)); (w) Liens solely on cash and Cash Equivalents securing Intercompany Debt Indebtedness permitted hereunderunder Section 8.03(m), in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; and (x) other Liens securing Indebtedness or other obligations, in an aggregate amount not to exceed $250,000 at any one time outstanding; provided, that, no such Lien shall secure any Indebtedness for borrowed money. Notwithstanding anything in the foregoing to the contrary, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist any Lien upon any property or assets constituting Meloxicam IV/IM Assets and Liabilities (other than (i) the reversion right of APIL pursuant to the Meloxicam Acquisition Agreement to the Assigned Reversion IP Assets (as defined in Exhibit E to the Meloxicam Acquisition Agreement), (ii) any Lien created pursuant to any Loan Document and (iii) non-consensual Liens permitted under Section 8.01).

Liens. Create, incur, assume or suffer to exist, or permit any Subsidiary (other than any Subsidiary Outside Company) to create, incur, assume or suffer to exist, exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals, replacements renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b); (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory Liens of landlords, landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue for more than thirty days yet due and payable or, if overdue for more than thirty daysdue and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h9.01(i); (i) to the extent Liens securing Indebtedness that is permitted under Section 7.03(e8.03(e), ; provided that (i) such Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property do not at the any time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on encumber any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiaryof its Subsidiaries; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases (including operating leases) permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.028.02; (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 under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising on any real property as a result under Article 2 of any eminent domain, condemnation the Uniform Commercial Code or similar proceeding being commenced with respect to provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such real property; andgoods and related expenses; (p) Liens on certain accounts receivable of a Foreign Subsidiary which are subject to a factoring program entered into by such Foreign Subsidiary in accordance with the terms of Section 8.03(g); (q) Liens in favor of the Borrower arising under Qualified Intercompany Debt Documents and securing Intercompany Debt applicable IDB with respect to any PILOT Program Property; (r) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.15(a); and (s) Liens on cash in favor of a seller of any property to be acquired pursuant to an Acquisition permitted hereunderby Section 8.02(i) to be applied against the purchase price for such Acquisition.

Liens. Create, incur, assume or suffer to exist, or permit Neither the Borrower nor any Subsidiary (other than any Subsidiary Outside Company) to shall, directly or indirectly, create, incur, assume or suffer to exist, exist any Lien upon on any of its property, assets or revenues, whether asset now owned or hereafter acquiredacquired by it, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, replacements or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet past due for more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (db) Liens of landlords, landlords (other than to secure Debt) and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other like Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not overdue past due for more than thirty 60 days or, if overdue for more than thirty daysdelinquent, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings diligently conducted for which adequate reserves determined in accordance with GAAP have been established; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits Liens to secure the performance of bids, trade contracts and leases (other than IndebtednessDebt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in 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 applicable Person; (hf) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) to the extent securing Indebtedness that is permitted under Section 7.03(e), (i) Liens on the assets of a Portfolio Company securing capital leases of such Portfolio Company (and attaching only to the property being leased), (ii) Liens on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property of a Portfolio Company securing Indebtedness of such Portfolio Company 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 attaches solely to the property financed by such Indebtedness; (jg) leases or subleases granted to others not interfering in any material respect with the business of the Borrower any Loan Party or any Subsidiaryof its Subsidiaries; (kh) any interest of 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; (mi) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (nj) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (k) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code 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; (l) Liens, if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.14(a); (m) Liens, if any, in connection with the Sunrise Pipeline Lease; (n) Liens on Incremental Term Loan Cash Collateral securing only Incremental Term Loans; (o) Liens arising on any real property as a result created pursuant to construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business; (p) rights of first refusal entered into in the ordinary course of business; (q) Liens consisting of any eminent domain(i) rights reserved to or vested in any municipality or governmental, condemnation statutory or similar proceeding being commenced public authority to control or regulate any property of the Borrower or any Subsidiary or to use such property, (ii) obligations or duties to any municipality or public authority with respect to any franchise, grant, license, lease or permit and the rights reserved or vested in any Governmental Authority or public utility to terminate any such real franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations; (r) Liens on deposits required by any Person with whom the Borrower or any of its Subsidiaries enters into a Swap Contract, to the extent such Swap Contracts are entered into in the ordinary course of business; (s) any Lien in favor of a Loan Party; (t) Liens imposed by ERISA which do not constitute an Event of Default and which are being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; and (pu) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in favor an aggregate principal or face amount at any date not to exceed 5% of Consolidated Net Tangible Assets; provided, however, that upon termination of the Sunrise Pipeline Lease, the Borrower arising shall be permitted to incur Liens under Qualified Intercompany Debt Documents and securing Intercompany Debt permitted hereunderthis clause (u) in an aggregate principal or face amount at any date not to exceed 10% of Consolidated Net Tangible Assets.