Common use of Liens Clause in Contracts

Liens. 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.

Liens. 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 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 or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, assessments or governmental charges or levies (i) that are not yet due or which overdue for a period of more than 30 days, (ii) that are being contested in good faith and by appropriate proceedings diligently conducted, if that stay the enforcement of such claim; 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 conformity with GAAP, (iii) that arise from government allowed payment plans providing for payment of Taxes over a period of time not to exceed one year that stay the enforcement of such Lien and for which adequate reserves have been established in accordance with GAAP, or (iv) that are immaterial amounts; (db) Liens of imposed by law, including, carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 sixty (60) days (or, if more than sixty (60) days overdue, no action has been taken to enforce such Lien) or which that are being contested in good faith and by appropriate proceedings, which proceedings diligently conducted, if adequate reserves with respect thereto are maintained on have the books effect of preventing the forfeiture and sale of the applicable Personproperty or assets subject to any such Lien; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, or letters of credit or guarantees issued in respect thereof, other than any Lien imposed by ERISAERISA with respect to a Single Employer Plan or Multiemployer Plan; (fd) 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 or letters of credit or guarantees issued in respect thereof; (ge) easements, zoning restrictions, rights-of-way, restrictions restrictions, covenants, licenses, encroachments, protrusions and other similar encumbrances affecting real property whichincurred in the ordinary course of business, and minor title deficiencies, in the aggregate, are not substantial in amount, and which each case that do not in any case materially detract from individually or in the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (hf) Liens securing judgments for in existence on the payment date hereof listed on Schedule 8.3 and any renewals or extensions of money any of the foregoing; provided that no such Lien is spread to cover any additional property after the Closing Date (or appeal or other surety bonds relating to such judgmentsthan improvements thereon) not constituting an Event of Default under and the Indebtedness secured thereby is permitted by Section 8.01(h8.2(d); (ig) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e)8.2(e) to finance the acquisition of fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such the amount of Indebtedness secured thereby is not increased other than as permitted by Section 8.2(e); (h) Liens attach created pursuant to such property concurrently the Security Documents or any other Loan Document; (i) Liens approved by Collateral Agent appearing on the policies of title insurance being issued in connection with or within ninety days after the acquisition thereofany Mortgages; (j) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased; (k) licenses, leases or subleases granted to others third parties or Group Members in the ordinary course of business which, individually or in the aggregate, do not interfering in any material respect (i) materially impair the use (for its intended purposes) or the value of the property subject thereto or (ii) materially interfere with the ordinary course of business of any Loan Party 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 Agreementits Subsidiaries; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted securing judgments not constituting an Event of Default under Section 7.02(a)9.1(h) or securing appeal or other surety bonds related to such judgments; (m) normal the filing of UCC financing statements solely as a precautionary measure in connection with operating leases and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsconsignment arrangements; (n) Liens existing on property acquired by the Borrower or any Subsidiary at the time such property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed) and any modification, replacement, renewal or extension thereof; provided that (i) such Lien is not created in contemplation of such acquisition, (ii) such Lien does not extend to any other property of any Group Member not subject to such Lien at the time of acquisition (other than improvements thereon) and (iii) the Indebtedness secured by such Liens is permitted by Section 8.2(i); (o) (i) 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 any Group Member, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are nonconsensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness, and (ii) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection; ; (p) Liens in favor of customs and Notwithstanding revenue authorities arising as a matter of law and in the foregoing, no ordinary course of business to secure payment of customs duties in connection with the importation of goods; (q) statutory and common law landlords’ liens under leases to which the Borrower or any of its Subsidiaries is a party; (r) Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property on assets of Foreign Subsidiaries and Subsidiaries of the MLP Borrower that are not Loan Parties securing indebtedness of such Subsidiaries to the extent the Indebtedness secured thereby is permitted under Section 8.2; (s) Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby do not exceed $15,000,000 at any one time; (t) Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers or Indebtedness permitted under Section 8.2(v); (u) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Group Member in the ordinary course of business; (v) licenses of Intellectual Property granted by any Group Member in the ordinary course of business and its Subsidiariesnot interfering in any material respect with the ordinary conduct of business of the Group Members; (w) Liens (i) on deposits of cash or Cash Equivalents in favor of the seller of any property to be acquired in any Permitted Acquisition or any other Investment permitted by this Agreement to be applied against the purchase price for such Permitted Acquisition or Investment, except (ii) consisting of an agreement to dispose of any property in a permitted Disposition and (iii) ▇▇▇▇▇▇▇ money deposits of cash or Cash Equivalents made by any Group Member in connection with any letter of intent or purchase agreement permitted hereunder; and (x) Liens created by on cash on deposit in an escrow arrangement reasonably satisfactory to MSSF for the Collateral DocumentsConvertible Notes pending maturity thereof.

Liens. Create, incur, assume or suffer to exist 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 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 or and other like Liens arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 thirty days or which or, if overdue for more than thirty days, are being contested in good faith and by appropriate proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens to the extent securing Indebtedness that is permitted under Section 7.03(e); provided that , (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 do on the assets of a Portfolio Company existing on property at the time of the acquisition thereof by such Portfolio Company (and not at any time encumber created in contemplation of such acquisition) and (iii) Liens that constitute purchase money security interests on any property other than 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 and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereofIndebtedness; (j) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party 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(a)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; and Notwithstanding the foregoing, no ; (o) Liens securing Indebtedness for borrowed money shall be permitted to encumber owned 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 MLP Borrower arising under Qualified Intercompany Debt Documents and its Subsidiaries, except Liens created by the Collateral Documentssecuring Intercompany Debt permitted hereunder.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Parent, the Borrower or any of its Subsidiaries or Controlled JV Subsidiaries as debtor, or assign any 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 renewals, amendments, modifications 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 disputed or 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being disputed or 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, or which are otherwise subject to a bond or insured against; (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, leases, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich could not, individually or 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 Personreasonably be expected to have a Material Adverse Effect; (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) Liens securing Indebtedness permitted not prohibited under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents7.02.

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(a)8.02; (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; (p) Liens on an insurance policy of the Borrower or any Subsidiary and Notwithstanding the foregoingidentifiable 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 Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, no 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 in effect on the date of the Acquisition of Park Royal; (v) Liens securing Acquired Indebtedness for borrowed money shall be permitted to under Section 8.03(o), provided that (i) such Liens do not at any time encumber owned real any property other than property of the MLP Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and its Subsidiaries, except (ii) such Liens created by shall exist prior to the Collateral Documentsapplicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; and (w) Liens securing obligations in an aggregate amount not to exceed $5,000,000 outstanding at any one time.

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet delinquent or, if delinquent, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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 permitted under Section 7.03(e)incurred to finance the acquisition, construction or improvement of any real estate acquired by a Loan Party 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 and Indebtedness, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;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 fifteen percent (15%) of Total Assets minus the amount of obligations secured by Liens incurred pursuant to Sections 8.01(z) and 8.01(ee). (j) leases or subleases granted to others not interfering in any material respect with the business of 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(a)entered 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) pledges by a Loan Party 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; (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 Notwithstanding carried interests or other similar 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 foregoingordinary 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 borrowed money 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 permitted limited to encumber owned real property all or part of the MLP property which secured the Indebtedness so extended, renewed or replaced (plus improvements and its Subsidiariesconstruction on such property); and (ee) other Liens not described above; provided that such Liens do not secure obligations that exceed, except 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 created by the Collateral Documentsincurred pursuant to Sections 8.01(i) and 8.01(z).

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers', warehousemen's, mechanics', materialmen and repairmen materialmen's, repairmen's or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (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) Liens securing Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) 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 attach 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 such property concurrently with Section 7.2(k) or within ninety days after (m), subject to the acquisition thereofSenior Note Intercreditor Agreement; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (i) any landlord's Lien or other 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) leases Liens created under Pole Agreements on cables and other property affixed to transmission poles or subleases granted to others not interfering contained in any material respect with the business of any Loan Party or any Subsidiaryunderground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any interest 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 title of a lessor under, and Liens arising from UCC financing statements (business in connection with franchise agreements or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementPole Agreements; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted arising from judgments or decrees not constituting an Event of Default under Section 7.02(a8.1(i); (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 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 7.2(h); (o) second-priority Liens on assets constituting Collateral under Section 4-210 the Guarantee and Collateral Agreement securing Indebtedness of the Uniform Commercial Code Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on items 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 course Senior Note Intercreditor Agreement as in effect on the Restatement Effective Date; (p) Liens in favor of collection; the Borrower created pursuant to the Silo Guarantee and Notwithstanding Collateral Agreements as in effect on the foregoing, no Restatement Effective Date; (q) third-priority Liens on Equity Interests of the Borrower securing Indebtedness for borrowed money of Holdings incurred pursuant to Section 7.2(e) or (m), which Liens shall be permitted on terms and conditions no less favorable to encumber owned real property the interests of the MLP Loan Parties and its Subsidiariesthe Lenders in any material respect than those contained in the Holdings Credit Agreement as in effect on the Restatement Effective Date, except 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 created 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 Documentsunder the Guarantee and Collateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).

Liens. CreateThe Company will not, and will not permit any 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 acquiredLiens, 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 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 the period of grace, if any, related thereto has not expired, or (B) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto and which are maintained on the books of the applicable Person adequately reserved for in accordance with GAAP; (div) 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 carriersmaterialmen, mechanics, warehousemen, mechanicsrepairmen, materialmen and repairmen carriers or employees or other like similar Liens arising in the ordinary course provided for by mandatory provisions of business law (A) which are not overdue filed or recorded for a period of more than 30 days sixty days, or (B) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves and which are adequately reserved for in accordance with respect thereto are maintained on the books of the applicable PersonGAAP; (evi) 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; (ix) Liens in favor of financial institutions in the 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 Indebtedness permitted under pursuant to Section 7.03(e6.1(b)(iv); provided that (i) provided, that, in the event such Liens do not at any time encumber apply to any property other than or assets of the property financed 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 such Indebtedness and (ii) such Liens attach to a pari passu Lien on such property concurrently with or within ninety days after assets until such time as the acquisition thereofapplicable Indebtedness permitted pursuant to Section 6.1(b)(iv) is no longer secured by a Lien on such property or assets; (jxii) leases Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Company in connection with any letter of intent or subleases granted purchase agreement with respect to others not interfering in any material respect with the business of any Loan Party or any Subsidiarya Permitted Acquisition; (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; (lxiii) Liens deemed securing Indebtedness permitted pursuant to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a6.1(b)(xii); (mxiv) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsLiens securing Indebtedness permitted pursuant to Section 6.1(b)(xiv); (nxv) Liens of a collection bank arising under Section 4-210 of on the Uniform Commercial Code on items Company’s Accounts (as such term is defined in the course of collectionUCC) and Inventory (as such term is defined in the UCC) securing Indebtedness permitted pursuant to Section 6.1(b)(xv); and Notwithstanding the foregoing, no and (xvi) Liens securing Indebtedness for borrowed money shall be permitted pursuant to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsSection 6.1(b)(xvi).

Liens. CreateNo Credit Party shall, nor shall they permit any Subsidiary to, at any time, 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 Credit Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 (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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business; provided, that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (jg) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of any Loan 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 in existence 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; (j) Liens pursuant to exist the B▇▇▇▇▇▇▇ Indebtedness; and (k) other Liens incurred in connection with Investments Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in repurchase agreements permitted under compliance with the financial covenants in Section 7.02(a6.12, 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); (m) normal and customary rights ; provided, that the Credit Parties may not grant a mortgage, deed of setoff upon deposits of cash 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 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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsLenders.

Liens. CreateNot, incurand not permit any other Loan Party or any Subsidiary of any Loan Party to, assume create or suffer permit to 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens 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 or being diligently contested in good faith by appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for a period which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of more than 30 which is effectively stayed; (c) Liens described on Schedule 11.2 as of the Closing Date; (d) subject to the limitation set forth in Section 11.1(b), (i) Liens arising in connection with Capital Leases (and attaching only to the property being leased for the Capital Leases described on Schedule 11.2), and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $100,000 arising in connection with court proceedings, provided the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively 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; (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 ERISAproceedings; (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-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering 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 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party or any Subsidiary;Subsidiary of any Loan Party; and (kg) Liens arising under the Loan Documents. Notwithstanding anything contained herein to the contrary, no Loan Party shall create or permit to exist any Lien on (x) any interest real or personal properties, assets or rights of title whatsoever nature (whether now owned or hereafter acquired) of a lessor underany foreign Subsidiary, and or (y) any Capital Securities issued by any foreign Subsidiary (other than 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(athe Loan Documents); (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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.

Liens. 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 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s, landlords’ or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that are being 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 PersonBorrower or its Subsidiaries, as the case may be, in conformity with GAAP; (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; (hf) Liens in existence on the Restatement Effective Date listed on Schedule 7.3(f), securing judgments for Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the payment Restatement Effective Date (other than “products” and “proceeds” thereof, as each such term is defined in the Uniform Commercial Code of money (or appeal or other surety bonds relating to such judgmentsthe State of New York) and that the amount of Indebtedness secured thereby is not constituting an Event of Default under Section 8.01(h)increased; (ig) Liens securing Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 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 (iiiii) such the amount of Indebtedness secured thereby is not increased; (h) Liens attach created pursuant to such property concurrently with the Security Documents; (i) any interest or within ninety days after title of a lessor under any lease entered into by the acquisition thereofBorrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (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 Loan Party or any Subsidiaryproperty other than the property 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(a);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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property aggregate fair market value (determined as of the MLP date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and its all Subsidiaries, except Liens created by the Collateral Documents) $60,000,000 at any one time.

Liens. CreateNo Credit Party shall, nor shall they permit any Subsidiary to, at any time, 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 Credit Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 (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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business; provided, that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (jg) leases or subleases (and the rights of the tenants thereunder) granted to others not interfering in any material respect with the business of any Loan 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; (i) Liens in existence 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; (j) Liens arising from mortgages, deeds of trust and 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 the Closing Date; (k) Liens pursuant to the ▇▇▇▇▇▇▇▇ Indebtedness; and (l) other Liens deemed to exist incurred in connection with Investments Consolidated Funded Debt as long as, after giving effect thereto, the Credit Parties are in repurchase agreements permitted under compliance with the financial covenants in Section 7.02(a6.12, 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); (m) normal and customary rights ; provided, that the Credit Parties may not grant a mortgage, deed of setoff upon deposits of cash 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 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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsLenders.

Liens. 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:following (collectively, “Permitted Liens”): (a) Liens (i) created pursuant to any Loan DocumentDocument and (ii) on the Collateral securing Cash Management Obligations incurred pursuant to Section 7.03(l) and other Secured Obligations; (b) Liens existing on the Closing Date and listed on Schedule 7.01 7.01(b) and any renewals modifications, replacements, renewals, restructurings, 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 and (B) proceeds and products thereof and (ii) the replacement, 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 (i) that are not overdue for a period of more than any applicable grace period related thereto or levies not yet due or which that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP to the extent required by GAAP or (ii) where the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) statutory or common law Liens of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen and repairmen materialmen, repairmen, construction contractors or other like Liens, so long as, in each case, such Liens arising in the ordinary course of business which are secure amounts not overdue for a period of more than 30 days or which if more than 30 days overdue, (i) are unfiled and no other action has been taken to enforce such Liens or that are being contested in good faith and by appropriate proceedings diligently conductedactions, if adequate reserves with respect thereto are maintained on the books of the applicable PersonPerson in accordance with GAAP or (ii) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (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 or any Lien imposed by ERISAof its Restricted Subsidiaries; (f) pledges or deposits to secure the performance of bids, trade contracts, utilities, 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, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions and other similar encumbrances affecting real property whichand minor title defects, in the aggregate, are not substantial in amount, each case affecting Real Property and which that do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower and its Restricted Subsidiaries, taken as a whole, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties; (h) Liens (i) 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(h8.01(g), (ii) arising out of judgments or awards against the Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP 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 with respect thereto on the books of the applicable Person in accordance with GAAP; (i) leases, licenses, subleases or sublicenses (including the provision of software or the licensing of other intellectual property rights) and terminations thereof, in each case granted to others in the ordinary course of business which (i) do not in the reasonable business judgment of the Borrower interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) do not secure any Indebtedness and (iii) are permitted by Section 7.05(h); (j) Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (k) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) encumbering initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to (A) purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business or (B) pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries; (l) 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(i) and (n) or to the extent related to any of the foregoing, Section 7.02(r), 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; (m) Liens (i) in favor of Holdings, the Borrower or any Subsidiary Guarantor and (ii) in favor of a Restricted Subsidiary that is not a Loan Party on assets of a Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Sections 7.03(b) and (d); (n) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02(a); (q) assignment of, and sales or Liens on, accounts receivables or rights in respect of any thereof (x) that are delinquent or disputed, (y) for collection or (z) in connection with sales permitted by Section 7.05; (r) Liens that are contractual rights of set off or rights of pledge relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are incurred within 270 days of the acquisition, construction, repair, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure (i) Indebtedness of any of the Borrower or any Restricted Subsidiary permitted under Section 7.03(m) or (ii) Indebtedness permitted under Section 7.03 of Restricted Subsidiaries that are not Loan Parties; (w) Liens (x) 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 6.14) or (y) created on the property of such Person securing Indebtedness to finance a Permitted Acquisition of such property or Person, in each case after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by the Borrower or any Subsidiary Guarantor); provided that (i) in the case of clause (x), such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Liens attach Lien does not extend to or cover any other assets or property (other than the proceeds, products and accessions 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 concurrently with or within ninety days after the acquisition thereof; (j) leases or subleases granted to others which such requirement would not interfering in any material respect with the business of any Loan Party or any Subsidiary; (k) any interest of title of a lessor underhave applied but for such acquisition), and Liens arising from UCC financing statements (or equivalent filingsiii) in the case of clause (x), 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 the Indebtedness secured thereby is permitted under Section 7.02(a7.03(g); (mx) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and customary rights (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of setoff upon any real property that does not materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (y) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings securing obligations permitted to be incurred on a secured basis under Section 7.03 and elsewhere under this Section 7.01; (z) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (aa) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(b), (u) and (w); 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 and (B) proceeds and products thereof, and (ii) the renewal, extension, restructuring or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); (bb) Liens with respect to property or assets of the Borrower or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $13,000,000 and 20% of Consolidated EBITDA (determined on a Pro Forma Basis in accordance with Section 1.09), in each case determined as of the date of incurrence; (cc) Liens incurred in reliance on the Cumulative Credit; (dd) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and Indebtedness permitted pursuant to Section 7.03(v)(i) and (ii), (w) (relating to (v)(i) and (v)(ii)) and (z)(to the extent permitted to be secured thereunder) and any Permitted Refinancing of any of the foregoing; (ee) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; (ff) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 7.03; (gg) Liens on property subject to any sale-leaseback transaction permitted hereunder and general intangibles related thereto; (hh) in the case of any non-wholly-owned Restricted Subsidiary, any put and call arrangements or restrictions on disposition related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (ii) Liens securing Swap Contracts so long as (x) such Swap Contracts do not constitute Secured Hedge Agreements and (y) the value of the property securing such Swap Contracts does not exceed $5,000,000 at any time; (jj) Liens consisting of contractual restrictions on cash and Cash Equivalents held by Restricted Subsidiaries that prohibit distributions so long as such contractual restrictions are permitted under Section 7.09; (kk) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of banks a reclaiming seller of goods or other depository institutions;buyer of goods; and (nll) Liens of a collection bank arising to secure Indebtedness permitted under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents7.03(u).

Liens. 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 or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increasedincreased except as contemplated by Section 7.03(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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 60 days or if more than sixty (60) days overdue, are unfiled and no other action has been take 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 PersonPerson in accordance with GAAP; (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 any Lien imposed by ERISAERISA 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, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries and (iii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 7.03(m)(i); (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, 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, in with respect to all of the aggregateforegoing, are do not substantial in amount, secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) 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) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as of the date such Liens attach to such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereofdate of acquisition; (j) leases Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or subleases granted to others not interfering in any material respect with the business of any Loan Party or Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any Subsidiaryother property, securing only Indebtedness permitted by Section 7.03(i); (k) any interest Liens reserved in leases of title business premises entered into in the ordinary course of a lessor under, business for rent and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreementfor compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (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 4.210 of the Uniform Commercial Code UCC 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 (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; or (iv) in connection with Cash Management Obligations and Notwithstanding other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the foregoing, no ordinary course of business and that are limited to Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property customary in such arrangements; (m) Liens (i) on cash advances in favor of the MLP seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and its Subsidiaries(j),to be applied against the purchase price for such Investment, except 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 created encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the Collateral Documentsforegoing clauses of this Section 7.01; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e) or Section 8.03(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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 7.02(a8.03(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; and Notwithstanding the foregoing, no ; (o) Liens securing Indebtedness for borrowed money shall be permitted in Section 8.03(k); provided that such Liens do not at any time encumber any property other than the property (and proceeds) subject to encumber owned real property such Liens 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 MLP Uniform Commercial Code or similar provisions of applicable Law in the ordinary course of business, covering only the goods sold and its 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 and all Subsidiaries, except Liens created by the Collateral Documents) $10,000,000 at any one time.

Liens. 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 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 carriers', warehousemen's, mechanics', materialmen and repairmen materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) other Liens securing Indebtedness permitted under Section 7.03(e7.02(g); provided that (i) no such Liens do not at Lien shall extend to or cover any time encumber Equity Interests of any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;Subsidiary Bank; and (j) leases the replacement, extension or subleases granted to others not interfering 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 material respect with the business of any Loan Party direct or any Subsidiary; (kcontingent obligor) 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(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; and Indebtedness secured thereby. Notwithstanding the foregoing, no (1) the permitted Liens securing Indebtedness for borrowed money 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 in (c) and (h) above shall not extend to or cover any Equity Interests of any Subsidiary Bank if such permitted Liens would not be permitted junior in priority in all respects to encumber owned real property the Liens of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsAdministrative Agent thereon.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, of the Borrower or any Material Subsidiary, other than the following: (a) Liens pursuant existing on the date hereof and, if as to each Lien securing Indebtedness or any Loan Documentother obligation in an amount greater than $40,000,000, listed on Schedule 7.01; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 90 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; (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 other public 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 existing on the aggregate, are not substantial in amount, and date hereof or which do not in any case materially detract from the value of the property subject thereto or materially interfere with the use of such real property in 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(h)Subsection 8.01(g) or securing appeal or other surety bonds related to such judgments; (ih) Liens securing Indebtedness permitted under Section 7.03(e)purchase money Indebtedness; provided that (i) such Liens attach no later than 90 days after the purchase of the property subject thereto and do not at any time encumber any property other than the property financed by such Indebtedness and Indebtedness; (iii) such Liens attach any Lien existing on any asset prior to such property concurrently with or within ninety days after the acquisition thereofthereof by the Borrower or a Material Subsidiary and not created in contemplation of such acquisition; (j) leases Liens arising under or subleases granted to others not interfering in any material respect with the business existing as a result of any Loan Party federal, state or any Subsidiaryforeign securities or insurance regulatory law, in each case, that are generally applicable to Persons that are similarly situated to the Borrower or its Material Subsidiaries and that are not unique to the Borrower or its Material Subsidiaries; (k) any interest Lien existing on the property, assets or revenues of title any entity that merges into the Borrower or any Material Subsidiary, or into which, the Borrower or any Material Subsidiary is merged; provided that such Lien was not created in contemplation 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 Agreementsuch merger; (l) Liens deemed arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by Liens permitted by clauses (a), (c), (h), (i) or (k) preceding; provided that such Indebtedness is not increased and such Liens do not encumber any property other than the property already subject to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a)such Liens; (m) normal Liens on cash, cash equivalents and customary rights investment securities securing obligations under repurchase agreements entered into by the Borrower or any Material Subsidiary in the ordinary course of setoff upon deposits of cash in favor of banks or other depository institutions;business; and (n) any other Liens; provided that the aggregate principal amount of Indebtedness or other obligations outstanding at any time secured by such other Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsdoes not exceed $100,000,000.

Liens. CreateThe Borrower shall not, and shall not permit its Subsidiaries to, directly or indirectly, 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: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 or extensions thereof, provided extent that the property covered thereby non-payment thereof is not increasedpermitted by Section 6.11; (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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen landlords’, materialmen’s, repairmen’s or other like similar Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days delinquent or 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 Personactions; (ed) pledges Liens (other than any Lien imposed by ERISA) 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 under pursuant to Section 7.03(e)7.04(d) on assets (and proceeds thereof) subject to such leases; provided that (iA) any such Liens do not at any time encumber any property other than Lien on purchase money Indebtedness or in respect of Capital Leases covers only the property financed by asset (and proceeds thereof) subject to the Capital Lease or being acquired with the proceeds of such purchase money Indebtedness and (iiB) such Liens attach to such property concurrently with or within ninety days after the acquisition thereofpurchase 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 any Loan Party or any Subsidiarythe Borrower and 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 7.02(a)the 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; , (ii) on commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and Notwithstanding (iii) in favor of a banking institution arising as a matter of law or contract encumbering deposits (including the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property right of set-off) and which are within the MLP and its Subsidiaries, except Liens created by general parameters customary in the Collateral Documentsbanking industry.

Liens. 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 8.01 and any 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 carriers, warehousemen, mechanics, materialmen and repairmen materialmen, repairmen, landlord or other like Liens imposed by Law or arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business date of 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 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 7.02(a)such 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 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 Borrower or any of the 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 on items assets of Foreign Subsidiaries of the Borrower securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (h), (l) or (m) of Section 8.03; (p) Liens 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 Restricted Subsidiaries to any other Person in the ordinary course of collectionbusiness; 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 Notwithstanding (iii) proceeds of the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens in each case created by the Collateral Documentsin connection with such Permitted Receivables Transaction.

Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to 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 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 incurred 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising deposits made in the ordinary course of business which are not overdue for a period of more than 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; (ei) pledges or deposits in the ordinary course of business 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(asubparagraphs (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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted business in an aggregate principal amount not to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsexceed at any time $5,000,000.

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals 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 imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s, workmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (hf) Liens in existence on the date hereof listed on Schedule 6.3(f) hereto securing judgments for the payment of money (or appeal or other surety bonds relating Indebtedness permitted by Section 6.2(e) hereof and Liens incurred to such judgments) not constituting an Event of Default secure any Indebtedness permitted under Section 8.01(h)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; (ig) Liens securing Indebtedness permitted under of the Borrower or any of Subsidiary incurred pursuant to Section 7.03(e6.2(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach 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 such the acquisition thereof by the Borrower or any of its Subsidiary or existing on any property concurrently with or within ninety days 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 thereofor 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) leases Liens created, incurred or subleases granted assumed by any Broker-Dealer Subsidiary upon assets owned by such Subsidiary or held for such Subsidiary’s account to others not interfering secure indebtedness and other liabilities incurred under customary terms in any material respect with the business ordinary course of any Loan Party or any Subsidiarybusiness; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements on securities sold by the Bank in foreign jurisdictions) relating to, leases Repo Transactions permitted by this Agreementpursuant to Section 6.2(k); (l) Liens deemed incidental to exist the conduct of its business or the ownership of its property and assets which were not incurred in connection with Investments the borrowing of money or the obtaining of advances or credit, and which do not in repurchase agreements permitted under Section 7.02(a)the aggregate detract from the value of its property or assets or impair the use thereof in the operation of its business; (m) normal and 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; and (n) 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; institutions and Notwithstanding the foregoingsecurities intermediaries, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsrespectively.

Liens. Create, incur, assume or suffer to 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 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 and Liens of carriers, warehousemen, mechanics, materialmen materialmen, repairmen and repairmen or suppliers and other like Liens imposed by Law or pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing purchase money Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the purchase price of the Property being acquired and (iiiii) such Liens attach to such property Property concurrently with or within ninety 90 days after the acquisition thereof; (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 any Loan Party or any SubsidiaryParty; (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(a)8.02; (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 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; 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 Notwithstanding for the foregoingaccount of the Borrower and (ii) securing only Indebtedness permitted under Section 8.03(k); provided, no Liens securing Indebtedness for borrowed money however, that, notwithstanding anything to the contrary contained in the foregoing clauses (a) through (p), none of the Excluded Property shall be permitted subject to encumber owned real property any Lien referred to in clause (b), (e), (f), (h), (i), (l), (m), (n) or (p) and none of the MLP and its SubsidiariesUndeveloped Land shall be subject to any Lien referred to in clause (b), except Liens created by the Collateral Documents(e), (f), (h), (i), (l), (m), (n) or (p).

Liens. Create, incur, assume or suffer to exist exist, or permit any Subsidiary 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue delinquent for a period of more than 30 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; (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 depository institution; (xi) Liens securing Indebtedness permitted arising under Section 7.03(e)Cash Management Agreement pooling arrangements; (xii) 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 accounts receivable and related property, in each case subject to a Permitted Receivables Facility and created in connection with such Permitted Receivables Facility; (xiv) Liens on fixed or capital assets acquired, constructed, repaired, replaced or improved by the Borrower or any Subsidiary; provided provided, that (iA) such Liens acquisition is not of all or substantially all of the assets of, or a business unit, line of business or division of, another Person, (B) such security interests secure obligations incurred to fund the acquisition of such assets 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, (C) such security interests and the obligations secured thereby are incurred prior to or within two hundred seventy (270) days after such acquisition or the completion of such construction, repair or replacement or improvement, (D) the obligations secured thereby do not at exceed the cost of acquiring, constructing or improving such fixed or capital assets and (E) such security interests shall not apply to any time encumber other property or asset of the Borrower or any property other than Subsidiary, except for accessions to such fixed or capital assets covered by such Lien and the property proceeds and products thereof and of the fixed or capital assets financed by such Indebtedness and (ii) Debt; 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 Liens attach to such property concurrently with or within ninety days after the acquisition thereoflender; (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(a5.02(a) (other than Section 5.02(a)(xiii);); and (mxxii) normal and customary rights other Liens; provided, that the aggregate principal amount of setoff upon deposits obligations secured by Liens outstanding pursuant to this clause (xxii) (when taken together, without duplication, with the amount of cash in favor Debt outstanding pursuant to Section 5.02(a)(xiii)) would not exceed 15% 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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsConsolidated Net Assets at any time.

Liens. 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 renewals, 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 imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are do not secure obligations overdue for a period of more than 30 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 Personmaintained; (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 Indebtedness permitted under Section 7.03(ethe Borrower’s First Mortgage Bonds issued pursuant to the Indenture, 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); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Liens on property of the Borrower in connection with collateralized pollution control bonds; (k) Liens on property of the Borrower in connection with any construction project or generating plant as security for any Indebtedness incurred for the purpose of financing all or part of such construction project or generating plant, and in each case, Liens and charges incidental thereto; provided that the aggregate amount of Indebtedness secured by Liens permitted pursuant to this clause (k) shall not exceed $500,000,000; (l) 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 any Loan Party 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; (ln) purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (o) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or any provision of law, to purchase or capture or designate a purchaser of any property; (p) Liens deemed with respect to exist cash collateral deposited by the Borrower with counterparties in connection with Investments in repurchase agreements 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 Section 7.02(athis 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); (mr) normal 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 or any of its Subsidiaries, and customary rights (C) such Lien shall secure only those obligations that it secures on the date of setoff upon deposits 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 Indebtedness in respect of cash 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 favor this subsection (r) shall not exceed an amount equal to 5% of banks or other depository institutionsthe Consolidated Tangible Assets at such time; (ns) Liens incurred in connection with an obligation to cash collateralize letters of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items credit or swing line loans; and (t) Liens, in the course of collection; and Notwithstanding the foregoingaddition to those listed above, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property and other obligations in an aggregate amount at any time not exceeding the greater of the MLP (i) $50,000,000 and its Subsidiaries, except Liens created by the Collateral Documents(ii) 2.5% of Consolidated Tangible Assets.

Liens. 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 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 PersonPerson in accordance with GAAP; (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) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.03(f); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the purchase money Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereofdate 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 Loan Party right, power, franchise, grant, license or permit, or by any Subsidiaryprovision 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 interest Governmental Authority to in any manner, control or regulate in any manner any of title the properties of a lessor underthe Borrower or any Restricted Subsidiary or the use thereof or the rights and interests of the Borrower or any Restricted 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 7.02(a)associated 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 7.03(h); (o) Liens on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be property not otherwise permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsforegoing 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 Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (m) above ranks in priority to any Obligation.

Liens. Create, incur, assume or suffer to 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 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business; provided that such Liens secure only amounts not overdue for a period of more than 30 days past due and payable or, if due and payable, no other action has been taken in accordance with Applicable Law to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing purchase money Indebtedness permitted under Section 7.03(e9.3(b), (c), (h) or (m) and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property Property other than the property Property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereofIndebtedness 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 any Loan Party 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(a)9.2; (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 Notwithstanding any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of Applicable Law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (p) Liens on cash collateral securing reimbursement obligations of the Borrower and its Subsidiaries under 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, no 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 Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except under Section 9.3(h); and (t) Liens created not otherwise permitted by the Collateral Documentsforegoing 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 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with the Indebtedness secured thereby does not exceed the cost 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 any Loan Party or any Subsidiary; (k) any interest of title of a lessor underfair market value, and Liens arising from UCC financing statements (or equivalent filingswhichever is lower, 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(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 property being acquired on items in the course date of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsacquisition.

Liens. 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 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’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course Ordinary Course of business Business which are not overdue for a period of more than 30 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; (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) Liens securing Indebtedness permitted under Section 7.03(e7.03(d); , provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and Indebtedness; (ii) such Liens attach to such the subject property concurrently with or within ninety thirty (30) days after the acquisition thereof;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 or subleases granted to others not interfering in any material respect with the business Liens arising solely by virtue of any Loan Party 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, provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower in excess of those set forth by regulations promulgated by the 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(a); (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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsinstitution.

Liens. 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 that are (1) listed on Schedule 7.01 7.01(b) or (2) not securing liabilities in excess of $2,500,000, and any renewals modifications, replacements, renewals, restructurings, 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 by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement, 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 taxesTaxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or levies not yet due or which that are being contested in good faith and by appropriate proceedings actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP or with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens that secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, that are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAPGAAP or with respect to which the failure to make payment as to all such amounts, in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (de) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred or other like Liens arising deposits made in the ordinary course of business which are not overdue for a period of more than 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; (ei) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and (ii) 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 ERISAof its Restricted Subsidiaries; (f) Liens incurred or deposits made to secure the performance of bids, trade contracts contracts, governmental contracts, utilities, and leases (other than Indebtednessfor Indebtedness for borrowed money), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including (i) those to secure health, safety and environmental obligations and (ii) letters of credit and bank guarantees required or requested by any Governmental Authority in connection with any contract or Law) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions building codes, restrictions, encroachments, licenses, protrusions and other similar encumbrances and minor survey exceptions and minor title defects affecting real property which, in the aggregate, are not substantial in amountReal Property, and which any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties, that do not in any case materially detract from the value of the property subject thereto or aggregate materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Restricted Subsidiaries, taken as a whole; (h) Liens (i) 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), (ii) arising out of judgments or awards against a Loan Party or any of its Restricted Subsidiaries with respect to which an appeal or other appropriate proceeding for review is then being diligently pursued in good faith and (iii) constituting notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings, in each case of clauses (ii) and (iii) for which adequate reserves have been made; (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 interfere in any material respect with the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole or (ii) secure any Loan Party Indebtedness for borrowed money; (j) Liens (i) 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 and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any SubsidiaryPerson securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictionsi) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(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; , (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and Notwithstanding conditions encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions, and (iv) that are contractual rights of setoff or rights of pledge relating to purchase orders and other agreements entered into with customers in the ordinary course of business; (l) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(f), (i), (n) or, to the extent related to any of the foregoing, no Section 7.02(s) 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; (m) Liens (i) in favor of a Loan Party or a Restricted Subsidiary on assets of a Restricted Subsidiary that is not a Loan Party securing permitted intercompany Indebtedness and (ii) in favor of a Loan Party; (n) any interest or title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement; (p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; (q) 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 (r) [reserved]; (s) Liens that are contractual rights of setoff or rights of pledge (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 of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (t) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (u) ground leases in respect of Real Property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (v) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, construction, repair, replacement, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for borrowed money replacements, additions and accessions to such property and proceeds or products of such property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits, and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (w) [reserved]; (x) 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 6.14), in each case acquired or assumed 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 encumber owned 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(g); (y) (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) 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 MLP business of the Loan Parties and its their Restricted Subsidiaries, except taken as a whole; (z) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings; (aa) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (bb) the modification, replacement, renewal or extension of any Lien permitted by Sections 7.01(v) and (x); 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 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 7.03 (to the extent constituting Indebtedness); (cc) Liens securing Indebtedness permitted under Section 7.03(q); provided that the Collateral Agent and the Other Debt Representative of the holders of each such Indebtedness are or become party to an Intercreditor Agreement, as appropriate; (dd) Liens with respect to property or assets of the Loan Parties or any of its Restricted Subsidiaries that (i) secure Indebtedness permitted under Section 7.03(m) and (ii) rank junior to the Liens securing the Obligations on terms reasonably acceptable to the Administrative Agent; (ee) [reserved]; (ff) [reserved]; (gg) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (hh) deposits of cash with the owner or lessor of premises leased and operated by the Collateral Documents.Borrower or any of its Subsidiaries to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises; (ii) Liens securing Indebtedness permitted under Section 7.03(t); (jj) customary Liens of an indenture trustee on money or property held or collected by it to secure fees, expenses and indemnities owing to it by any obligor under an indenture;

Liens. 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 (collectively, “Permitted Liens”): (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 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 (for Taxes or 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 arising from operation of law, statutory liens, or carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, conducted if adequate reserves in accordance with GAAP with respect 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) title exceptions accepted by Administrative Agent in the Second Lien Deed of Trust, 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 in an aggregate amount not in excess of the $1,000,000 (or appeal or other surety bonds relating except an amount in excess of the Threshold Amount to the extent covered by independent third-party insurance as to which the insurer does not dispute coverage), unless any such judgments) judgment remains undischarged for a period of more than 30 consecutive days during which execution is not constituting an Event of Default under Section 8.01(h)effectively stayed; (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds thereof 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) other Liens securing Indebtedness in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; (k) Liens to secure Capital Expenditures and purchase money financing not to exceed $7,000,000; (l) Liens securing Permitted Equipment Financing; (m) Liens securing Indebtedness incurred pursuant to clause (t) of Section 7.03; provided that (i) such Liens do not extend to, or encumber, property which constitutes Collateral and (ii) such Liens attach extend only to such property concurrently with or within ninety days after the acquisition thereofof Foreign Subsidiaries; (jn) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to 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; (o) Liens on the property of a Person existing at the time such Person becomes a Subsidiary of the Borrower in a transaction permitted hereunder securing Indebtedness; provided, however, that any such Lien may not extend to any other property (other than improvements and accessions thereto and proceeds of the assets to which such Lien applies) of the Borrower; provided, further, that any such Lien was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Borrower; (p) Liens on First Lien Collateral securing the Permitted First Lien Financing; (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (r) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property or subleases consignment of goods entered into in the ordinary course of business; (s) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (t) licenses of patents, trademarks and other intellectual property rights granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of any Loan Party the Borrower or any such Subsidiary;; and (ku) any interest Lien constituting a replacement, extension, or renewal 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(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 any Lien of the Uniform Commercial Code on items type described in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsclauses (a) through (t) above.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its propertyproperty (other than any Lien on Margin Stock created, assets incurred or revenuesassumed at a time when such Margin Stock constitutes Unrestricted Margin Stock), 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 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 carriers', warehousemen's, mechanics', materialmen and repairmen materialmen's, repairmen's or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (hf) Liens in existence on the date hereof (or, in the case of Liens securing judgments for Indebtedness in respect of the payment of money (securities lending arrangements with JPMorgan Chase Bank and ABN AMRO Inc. described on Schedule 6.4(f), Liens created with respect thereto) and described on Schedule 6.4(f) securing Indebtedness described on such Schedule, or appeal or other surety bonds relating Liens on the assets that are subject to such judgmentsexisting Liens securing any replacement or refinancing of such Indebtedness; provided that Indebtedness in respect of the securities lending arrangements with JPMorgan Chase Bank and ABN AMRO Inc. described on Schedule 6.4(f) may not constituting an Event be replaced or refinanced beyond December 31, 2003; and provided, further that (i) no Lien permitted by this Section 6.4(f) is spread to cover any additional property after the Closing Date and (ii) the amount of Default under Section 8.01(hIndebtedness secured thereby is not increased beyond the commitments or limits described on Schedule 6.4(f); (ig) Liens securing Indebtedness permitted under incurred (in the case of any Subsidiary, pursuant to Section 7.03(e6.3(c) or (d); ) to finance the acquisition of fixed or capital assets or Liens on such fixed or capital assets securing any refinancing of such Indebtedness, provided that (i) such Liens (other than those securing any such refinancing Indebtedness) 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 and (iii) (in the case of any Subsidiary) the 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 other Subsidiary in the ordinary course of its business and covering only the assets so leased; (i) other incidental Liens that (i) are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereofdo not secure Indebtedness and (iii) do not cover at any time assets having an aggregate fair market value in excess of $10,000,000; (j) leases or subleases granted Liens incurred pursuant to others not interfering in any material respect with a Permitted Receivables Securitization on the business of any Loan Party or any SubsidiaryReceivables that are subject thereto; (k) any interest of title Liens on assets of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases Subsidiary securing Acquired Indebtedness permitted by this Agreement;Section 6.3(d) in an aggregate principal amount for all such Subsidiaries not to exceed $75,000,000 at any one time outstanding; provided that such Liens are not spread to other assets of such Subsidiary following the consummation of the applicable acquisition; and (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted in an aggregate principal amount not to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsexceed $25,000,000 at any one time outstanding.

Liens. 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 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 carriers', warehousemen's, mechanics', materialmen and repairmen materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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;; 4310184v5 (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereof;date of acquisition; and (j) leases or subleases granted Liens in favor of customs and revenue authorities arising as a matter of law to others not interfering in any material respect with the business secure payments of 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 customs duties in connection with Investments in repurchase agreements permitted under Section 7.02(a); (m) normal and customary rights the importation 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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsgoods.

Liens. 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[reserved]; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 and any 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) 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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 bonds, obligations to utility companies and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions restrictions, landlord’s liens for rent not yet due and payable, 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) Liens on property acquired or Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary of the Borrower and the replacement, extension or renewal of such Liens (or the Indebtedness secured thereby); provided that (i) such Liens were not created in contemplation of such acquisition, merger or consolidation and do not extend to any assets other than those acquired or of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower; or such Subsidiary and (ii) no such replacement, extension or renewal of such Lien or the Indebtedness secured thereby may (A) increase or change the assets secured by such Lien or (B) increase the amount of Indebtedness secured by such Lien (other than by an amount equal to the reasonable fees and expenses of such refinancing or replacement) thereof; (j) Liens constituting an encumbrance on property described in Section 7.05(f); (k) Liens securing Indebtedness permitted under Section 7.03(e7.03(f); and Liens securing Indebtedness of the Borrower in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed capital assets; provided that (i) such Liens do not at any time encumber any property other than that 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 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 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;acquisition; and (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted in an aggregate principal amount not to encumber owned real property exceed ten percent (10%) of Consolidated Tangible Net Worth at the MLP and its Subsidiaries, except Liens created by the Collateral Documentstime such Indebtedness is incurred.

Liens. 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 or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, and (iii) the direct or any contingent obligor with respect thereto is not changed; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments taxes or governmental charges or levies unpaid utilities 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 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; (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); (i) Liens securing Indebtedness permitted under Section 7.03(e); purchase money obligations of the Borrower or of Subsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, provided that (iA) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (B) 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 (iiC) such Liens attach to such property concurrently with or within ninety 90 days after the acquisition thereof, and (ii) Liens securing any refinancing of such Indebtedness, provided that such Liens do not extend to additional property and the amount of the Indebtedness is not increased; (i) 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 related to such judgments; (j) leases Liens arising in the ordinary course of business under Oil and Gas Agreements to secure compliance with such agreements, provided that any such Lien referred to in this clause are for claims which are not delinquent or subleases granted which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, and provided, further, that any such Lien referred to others in this clause does not interfering in any material respect with materially impair the business use of any Loan Party the property covered by such Lien for the purposes for which such property is held by the Borrower or any SubsidiarySubsidiary or materially impair the value of such property subject thereto, and provided, further, that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement and any proceeds thereof; (k) any interest Liens incurred in the ordinary course of title business that constitute banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a lessor underdepositary institution, and Liens whether arising from UCC financing statements (by operation of law or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;pursuant to contract; and (l) Liens deemed to exist in connection with Investments in repurchase agreements not otherwise permitted under by this Section 7.02(a); (m) normal 7.01 if at the time of, and customary rights immediately after giving effect to, the creation or assumption of setoff upon deposits any such Lien, the aggregate outstanding principal amount of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 Indebtedness of the Uniform Commercial Code on items in Borrower and its Subsidiaries secured by any Liens not otherwise permitted hereby does not exceed 10% of Consolidated Net Worth of the course Borrower and its Subsidiaries (determined as of collectionthe end of the most recently completed fiscal quarter for which financial statements have been provided pursuant to Section 6.01); and Notwithstanding provided, further, notwithstanding the foregoing, that no Liens securing Lien permitted under this Section 7.01(l) shall secure Indebtedness for borrowed money shall be permitted owing under the Senior Note Indebtedness unless and until the Indebtedness under the Loan Documents are equally and ratably secured by all property subject to encumber owned real property of such Lien, in each case pursuant to documentation reasonably satisfactory to the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsRequired Lenders.

Liens. 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 granted by any Loan DocumentOwner existing on the date hereof and not securing Indebtedness; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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; (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(h); (ih) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereof;date of acquisition; and (ji) leases With respect to any Subsidiary that is not an Owner, Tenant or subleases granted to others not interfering in any material respect with Material Subsidiary or the business assets of any Loan Party such Subsidiary that is not an Owner, Tenant or any Material Subsidiary; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (which individually 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(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall aggregate would not reasonably be permitted expected to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsresult in a Material Adverse Effect.

Liens. 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.

Liens. 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: (a1) Liens pursuant to any Loan Document; (b2) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased; (c3) 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; (d4) Liens of carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (e5) 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▇▇▇▇▇; (f6) 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; (g7) 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) 8) 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); (i9) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j10) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (k11) 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; (l12) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (m13) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n14) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.

Liens. 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 7.01(b) and any renewals modifications, replacements, renewals, 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iiiii) with respect to Capitalized Leases, such Liens attach do not at any time extend to or cover any assets (except for accessions to such property concurrently with 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 within ninety days after the acquisition thereofits 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 any Loan Party 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(a); (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 Notwithstanding (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the foregoingright 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), no (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 for borrowed money 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 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 Receivables Management Subsidiary on Receivables Management Assets securing a Receivables Management Financing permitted under Section 7.03, (ii) on the Equity Interests of any Excluded 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; and (aa) Liens securing Additional Senior Secured Notes, provided if the Liens on the Collateral securing such Additional Senior Secured Notes (i) are or intended to be junior in priority to the Liens on the Collateral securing the Obligations, then such Liens shall be permitted subject to encumber owned real property of the MLP a Junior Priority Intercreditor Agreement and its Subsidiaries, except (ii) are pari passu to Liens created by on the Collateral Documentssecuring the Obligations, then such Liens shall be subject to a Pari Passu Intercreditor Agreement.

Liens. 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 renewals, extensions or extensions replacements thereof, ; provided that the property covered thereby is not increased, and with respect to any replacement Lien, the amount of any Indebtedness secured by such Lien shall not be increased; (cb) 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; (dc) Liens of carriers, warehousemen, mechanics, materialmen materialmen, workmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and insurance, old age benefits, other social security legislationobligations, taxes, assessments, statutory obligations and other similar charges, other than any Lien imposed by ERISA; (fe) (i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and return of money bonds, agreements with utilities and other obligations of a like nature incurred in the ordinary course of business (including in each case deposits and/or Liens securing letters of credit issued in lieu of any such cash deposits), and (ii) other cash deposits required to be made in the ordinary course of business, including those made to secure health, safety and environmental obligations 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) ), which judgments do not constituting constitute an Event of Default under Section 8.01(h), and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any such legal proceeding; (ih) Liens securing Indebtedness permitted under Section 7.03(e7.03(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) with respect to Indebtedness permitted by Section 7.03(c)(i) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (ji) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (mk) normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks banks, brokers or other depository financial institutions; (nl) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (m) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition; (n) Liens incurred or assumed in the ordinary course on cash, marketable securities, real estate loans (including related purchase commitments) commodities or other financial products to secure securities lending transactions at Regulated Subsidiaries and Notwithstanding other stock lending transactions, repurchase agreements, and other collateralized financing transactions at Subsidiaries; (o) pledges of securities or commodity positions and exchange memberships in the foregoingordinary course of business; (p) deposits or securities with commodity or securities exchanges or clearing organizations, no or with other exchanges or markets, in each case in the ordinary course of business; (q) Liens in favor of customers of Broker-Dealer Subsidiaries arising in the ordinary course of business and Liens securing indebtedness of Broker-Dealer Subsidiaries in respect of customer funds in the ordinary course of business; (r) Liens securing Indebtedness for borrowed money shall be permitted under Section 7.03(i). (s) Liens on cash and marketable securities granted by Berkeley Point in favor of ▇▇▇▇▇▇ Mae under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements, in each case in the ordinary course of business; and (t) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to encumber owned real property exceed at any one time, the difference of the MLP and its Subsidiaries, except Liens created by the Collateral Documents$40,000,000 less any Indebtedness incurred pursuant to Section 7.03(j).

Liens. CreateThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, 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 7.01, and any modifications, replacements, renewals or extensions thereof; provided, provided that that, the property covered thereby amount of Indebtedness or other obligations secured by such Liens is not increasedincreased at the time of such modification, replacement, 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 any such modification, replacement, renewal or extension of the underlying Indebtedness or by an amount equal to any existing commitments unutilized under the underlying Indebtedness; (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not yet due overdue for a period of more than thirty (30) days, or (ii) 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 and ordinary course contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business; provided, that, such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or, if due and payable, are (i) unfiled and no other action has been taken to enforce the same, or which (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (ei) pledges or deposits Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than (A) any Lien imposed by ERISA, and (B) Liens in the ordinary course of business securing liability for reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Company, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (d)(i) above; (fe) (i) pledges or deposits to secure the performance of bids, trade contracts contracts, government contracts, performance bonds and leases (other than Indebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (e)(i) above; (gf) easements, rights-of-rights of way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions and other similar charges or encumbrances affecting affecting, and minor title deficiencies on or with respect to, 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 and 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(h); (ih) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with leases, subleases, licenses or within ninety days after the acquisition thereof; (j) leases or subleases sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material respect with the business of any Loan Party or any Subsidiarythe Company and its Subsidiaries; (ki) (i) any interest of title of a lessor underunder operating leases permitted by this Agreement, and (ii) purported Liens arising from UCC evidenced by the filing of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, to operating leases permitted by this AgreementAgreement or consignment or bailee arrangements entered into in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (mj) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsinstitutions and banker’s liens, rights of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository institutions not granted in connection with the issuance of Indebtedness, or (ii) in connection with commodity trading or other brokerage accounts incurred in the ordinary course of business; (nk) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (l) (i) Liens of sellers of goods to the Company and 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, and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business; (m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Company and its Subsidiaries; (n) 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; (o) Liens with respect to any Cash Collateral provided by any Borrower pursuant to any Loan Document; (p) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition; provided, that, such Lien was not created in contemplation of such acquisition; (q) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Borrower in connection with any letter of intent or purchase agreement; (r) rights of first refusal, put, call and Notwithstanding similar rights arising in connection with repurchase agreements; (s) Liens on insurance policies and the foregoingproceeds thereof securing the financing of the premiums with respect thereto; (t) Liens securing obligations under any Swap Contract not entered into for speculative purposes; (u) Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness; (v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property; (w) Liens on cash collateral to secure obligations of the Borrowers, so long as the aggregate amount of such cash collateral does not exceed $50,000,000 at any time; (x) Liens on cash and securities (and deposit and securities accounts) securing reimbursement obligations in respect of letters of credit and banker’s acceptances issued for the account of the Company or any of its Subsidiaries in the ordinary course of business; (y) Liens on assets to be sold by the Company or any Subsidiary pursuant to an agreement entered into for the disposition of such assets, pending the closing of such disposition; provided, that, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (z) Liens securing Indebtedness for borrowed money shall be permitted by Section 7.02(k); provided, that, (i) such Liens do not at any time encumber any property other than property financed by such Indebtedness (together with any accessions thereto and proceeds thereof), and (ii) such Liens attach to encumber owned real such property of concurrently with or within one hundred eighty (180) days after the MLP and its Subsidiaries, except acquisition thereof; and (aa) Liens created securing Priority Indebtedness permitted by the Collateral DocumentsSection 7.02(m).

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(f); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(a)8.02; (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; (p) 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 (q) Liens not otherwise permitted hereunder in respect of obligations in an aggregate amount not to exceed the Threshold Amount at any time outstanding, or such higher amount as approved by the Administrative Agent and Notwithstanding the foregoingRequired Lenders; provided, no Liens securing Indebtedness for borrowed money that notwithstanding anything in the foregoing to the contrary, the Parent shall not be permitted to encumber owned real property incur any Liens upon any of the MLP and its Subsidiariesproperty, assets or revenues, except Liens created by the Collateral Documentsfor 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 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 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property 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 (iiiii) 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 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 7.02(a)8.02; (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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property any of its Subsidiaries arising under Article 2 of the MLP Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and its Subsidiaries, except securing only the unpaid purchase price for such goods and related expenses; (p) Liens created by in favor of Verisign or other ICANN accredited registry on cash deposits made pursuant to accreditation agreements entered into in the Collateral Documents.ordinary course of business; or

Liens. 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 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; (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) precautionary UCC filings in respect of operating leases; (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or the Company and its Material Subsidiaries taken as a whole or (ii) secure any Indebtedness; (k) Liens securing Indebtedness in favor of a lessor under any lease entered into by the Company or any Material Subsidiary in the ordinary course of business but only with respect to the assets so leased; (l) Liens on assets of any entity acquired by the Company or any of its Subsidiaries in a transaction permitted under Section 7.03(e)this Agreement; provided that (i) such Liens do are in existence on the date of such acquisition and not at any time encumber any property other than the property financed by such Indebtedness created in anticipation thereof and (ii) such Liens attach to are released within 180 days of the consummation of 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 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(a)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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property 15% of the MLP and its Subsidiaries, except Liens created by Consolidated Total Assets as measured as of the Collateral Documentsapplicable 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 exist, any Lien upon on any of its property, assets or revenues, whether Property now owned or hereafter acquiredacquired to secure any Indebtedness of any Credit Party or any other Person, other than the following:following (collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Documentexisting on the date hereof and set forth on Schedule 7.3; (b) Liens existing on securing the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increasedLender Indebtedness; (c) Liens (other than Liens imposed under ERISA) for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith and by appropriate action or proceedings diligently conducted, if adequate reserves which have been disclosed to the Lenders and with respect thereto are maintained to which reserves acceptable to the Administrative Agent have been established, but only so long as any execution on the books or foreclosure of the applicable Person in accordance with GAAPsuch Liens is stayed; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen materialmen, repairmen, workmen, and repairmen or other like Liens arising imposed by law created in the ordinary course of business for amounts which are not overdue past due for a period of more than 30 thirty (30) days or which are being contested in good faith and by appropriate action or proceedings diligently conducted, if and with respect to which adequate reserves in accordance with respect thereto GAAP are maintained on the books of the applicable Personbeing maintained; (e) pledges Liens incurred or deposits or pledges made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, old age or other than any Lien imposed by ERISA; (f) deposits similar obligations, 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 and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of businessborrowed money); (gf) irregularities in title, easements, rights-of-way, restrictions restrictions, servitudes, permits, reservations, exceptions, conditions, covenants, encroachments, protrusions and other similar charges or encumbrances affecting real property whichnot materially interfering with the occupation, use and enjoyment by any Credit Party of any of their respective Properties in the aggregatenormal course of business or materially impairing the value thereof; (g) any obligations or duties affecting any of the Property of any Credit Party to any municipality or public authority with respect to any franchise, are not substantial in amountgrant, and license or permit which do not in any case materially detract from impair the value use of such Property for the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personpurposes for which it is held; (h) Liens securing Indebtedness permitted by Section 7.2(c); provided, that, (i) such Liens attach only to the Property being leased or acquired, (ii) the creation of or incurrence of such Liens does not violate this Agreement or any other Financing Documents, and (iii) the principal amount of the Indebtedness secured does not exceed 100% of the total purchase price of the Property being leased or acquired; (i) judgment liens in respect of 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof8.9; (j) leases extensions, renewals or subleases granted to others not interfering in any material respect with the business replacements of any Loan Party Lien referred to in Section 7.3(a) and Section 7.3(h), provided, that the principal amount of the Indebtedness or obligation secured thereby is not increased and that any Subsidiary;such extension, renewal or replacement is limited to the Property originally encumbered thereby; and (k) any interest of title of a lessor under, and Liens arising from UCC financing statements encumbering cash or cash equivalents (or equivalent filings, registrations letters of credit or agreements surety bonds posted in foreign jurisdictionslieu thereof) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted satisfy margin calls under Section 7.02(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsHedging Agreements.

Liens. Create, incur, assume or suffer to exist any Lien upon any property of its property, assets or revenuesthe Guarantor, 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 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 conductedfaith; provided that, if to the extent required, adequate reserves with respect thereto are maintained on the books of the applicable Person Guarantor in accordance conformity with GAAP; (db) Liens of carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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 PersonGuarantor; (f) Liens in existence on the date hereof listed on Schedule 6.2(f) and Liens incurred to secure any Indebtedness to refinance Indebtedness secured by such Liens; provided that no such Lien is spread to cover any additional property after the Closing Date (other than (A) after-acquired property that is related to the property covered by such Lien and (B) proceeds and products of such property) and that the principal amount of Indebtedness secured thereby is not increased; (g) Liens on fixed or capital assets acquired, constructed or improved by the Guarantor; provided that (i) such security interests are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security interests shall not apply to any other property of the Guarantor (other than (A) after-acquired property that is related to the property covered by such Lien and (B) proceeds and products of such property); (h) Liens created pursuant to the Security Documents; (i) any interest or title of a lessor under any lease entered into by the Guarantor in the ordinary course of its business and covering only the assets so leased; (j) any Lien existing on any property or asset prior to the acquisition thereof by the Guarantor; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien shall not apply to any other property or assets of the Guarantor and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (k) 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; (l) Liens securing judgments for the payment of money (not constituting an Event of Default under Section 8(h) or securing appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (im) Liens securing Indebtedness permitted of the Guarantor; provided that such Indebtedness is stated to mature after (and includes no fixed repayment or repurchase obligations other than customary amortization and customary mandatory prepayments or redemptions for similar Indebtedness prior to) the date that is 180 days after the Termination Date; (n) Liens securing Indebtedness of the Guarantor if the obligations of the Guarantor under Section 7.03(e7 are secured equally and ratably with or senior to the Liens securing such Indebtedness; provided that if requested by the Borrower with respect to such Liens, the Administrative Agent shall (and is hereby authorized to), on behalf of itself and the Lenders, enter into an intercreditor agreement reasonably satisfactory to the Administrative Agent providing that such new Liens will be secured equally and ratably with, or junior to (as directed by the Borrower) the Liens granted in respect of the such obligations under Section 7, on customary terms; (o) Liens on fixed assets owned by and leaseholds of the Guarantor; provided that the aggregate principal amount at any time outstanding of obligations secured by such Liens incurred pursuant to this clause (o) shall not exceed $35,000,000; and (p) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in clauses (f), (g) and (j); provided that (i) such Liens do not at any time encumber any property other than the property financed obligations secured thereby shall be limited to the obligations secured by such Indebtedness the Lien so extended, renewed or replaced (and, to the extent provided in the foregoing clauses, extensions, renewals and replacements thereof) and (ii) such Liens attach Lien shall be limited to such property concurrently with all 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 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(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 part of the Uniform Commercial Code on items in assets that secured the course Lien so extended, renewed or replaced (and any (A) after-acquired property that is related to the property covered by such Lien and (B) proceeds and products of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentssuch property).

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to 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 contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and 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 property or services, and, in each case, for a period which it maintains adequate reserves; (c) Liens identified in Schedule 10.8; (d) subject to the limitation set forth in Section 10.7(c), (i) Liens existing on property at the time of more than 30 the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $250,000 arising in connection with court proceedings, provided the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively 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; (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 ERISAproceedings; (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-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering 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 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party Company or any Subsidiary;; 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; (lg) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens the Agent for the benefit of a collection bank the Banks arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Loan Documents.

Liens. 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 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (e) pledges or deposits or statutory trusts 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 that secures any amount in excess of the Threshold Amount; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Funded 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(a)8.02; (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 Notwithstanding the foregoing, no ; (o) Liens securing Indebtedness for borrowed money shall be permitted to encumber owned arising on any real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; (p) Liens on property of Foreign Subsidiaries securing Foreign Subsidiary Indebtedness; (q) Liens on property or assets acquired pursuant to a Permitted Acquisition or any other Investment permitted by Section 8.02 (and the MLP proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition and its Subsidiariesnot created in contemplation thereof, except provided that (i) such Liens created do not at any time extend to any other property or assets and (ii) the aggregate outstanding principal amount of Indebtedness secured by such Liens shall not at any time exceed $25 million; (r) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (s) Liens on cash or cash equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited hereunder; (t) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Collateral DocumentsBorrower or any of its Subsidiaries in connection with an Investment permitted by Section 8.02; (v) Liens on cash deposits securing any Swap Contracts provided that the aggregate amount of cash deposits subject to such Liens shall not exceed $10 million; (w) Liens relating to the financing of insurance premiums so long as such Liens do not encumber any property other than cash paid to any such insurance company in respect of such insurance; (x) Liens on Equity Interests in Joint Ventures securing obligations of such Joint Venture; and (y) Liens (other than Liens described in the foregoing clauses) securing obligations not exceeding $10 million in the aggregate outstanding at any time.

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (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) Liens securing Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) 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 attach do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries; (g) [Reserved]; (h) Liens created pursuant to such property concurrently with the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Lender or within ninety days after any Affiliate of any Lender; (i) any landlord’s Lien or other interest or title of a lessor under any lease or a licensor under a license entered into by the acquisition thereofBorrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) leases Liens created under Pole Agreements on cables and other property affixed to transmission poles or subleases granted to others not interfering contained in any material respect with the business of any Loan Party or any Subsidiaryunderground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any interest 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 title of a lessor under, and Liens arising from UCC financing statements (business in connection with franchise agreements or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementPole Agreements; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted arising from judgments or decrees not constituting an Event of Default under Section 7.02(a8.1(i); (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 on cash collateral securing obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section7.2(h); (o) junior Liens on assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be subordinated to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor Agreement; (p) [reserved]; (q) Liens on Securitization Assets securing or transferred pursuant to any Permitted Securitization Financing; (r) Liens not otherwise permitted by this Section (which Liens may, at the option of the Borrower, rank pari passu to the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement) so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time any such obligations are secured pursuant to this clause (r)) at any one time outstanding; and (s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens First Lien Intercreditor Agreement securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsSection 7.2(n).

Liens. 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 modifications, replacements, renewals or extensions thereof, ; provided that the property covered thereby amount of Indebtedness or other obligations secured by such Liens is not increasedincreased at the time of such modification, replacement, renewal or extension; (cb) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies (i) that are not yet due overdue for a period of more than thirty (30) days or (ii) 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 and ordinary course contractual Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business; provided that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or, if due and payable, are (i) unfiled and no other action has been taken to enforce the same or which (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (ei) 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 and pledges and deposits in the ordinary course of business securing liability for reimbursement of indemnification obligations of insurance carriers providing property, casualty or liability insurance to the Borrower and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (i) above; (fi) pledges or deposits to secure the performance of bids, tenders, trade contracts contracts, government contracts, performance bonds and leases (other than Indebtedness), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness and (ii) Liens to secure obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments posted with respect to the items described in clause (i) above; (gf) easements, rights-of-rights of way, restrictions restrictions, encroachments and other similar encumbrances and minor title deficiencies 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; (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(h); (ih) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with leases, subleases, licenses or within ninety days after the acquisition thereof; (j) leases or subleases sublicenses granted to others (and pledges or deposits securing such obligations) not interfering in any material respect with the business of any Loan Party or any Subsidiarythe Borrower; (ki) (i) any interest of title of a lessor under, under leases permitted by this Agreement and (ii) purported Liens arising from UCC evidenced by the filing of Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementAgreement or consignment or bailee arrangements entered into in the ordinary course of business; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (mj) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutionsinstitutions and banker’s liens, rights of setoff upon deposits of cash or other financial assets or similar rights and remedies (i) in favor of banks or other depository institutions not granted in connection with the issuance of Indebtedness or (ii) in connection with commodity trading or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (nk) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (i) Liens of sellers of goods to the Borrower 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 and (ii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property in the ordinary course of business; (m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower; (n) 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; (o) Liens with respect to any cash collateral provided by the Borrower pursuant to the Existing Revolving Credit Agreement; (p) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition; (q) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower in connection with any letter of intent or purchase agreement; (r) rights of first refusal, put, call and Notwithstanding similar rights arising in connection with repurchase agreements; (s) Liens on insurance policies and the foregoingproceeds thereof securing the financing of the premiums with respect thereto; (t) Liens securing obligations under any Swap Contract not entered into for speculative purposes; (u) Liens on cash or other property arising in connection with the defeasance, no discharge or redemption of Indebtedness; (v) Liens consisting of any condemnation or eminent domain proceeding or compulsory purchase order affecting real property; (w) Liens in favor of a Receivables Financier created or deemed to exist in connection with a Permitted Receivables Financing (including any related filings of any financing statements and any Liens on deposit and securities accounts maintained in connection with any Permitted Receivables Financing), but only to the extent that any such Lien relates to the applicable Receivables Assets actually sold, contributed, financed or otherwise conveyed or pledged pursuant to such transaction; (x) Liens securing Indebtedness for borrowed money shall be permitted incurred pursuant to encumber owned real property Section 7.02(m); (y) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time, (i) the greater of (x) $300,000,000 and (y) 10% of consolidated total assets of the MLP Borrower and its Subsidiaries, except Liens created by as set forth in the Collateral Documentsmost recent financial statements provided pursuant to Section 6.01(a) or (b) minus (ii) the amount of Indebtedness incurred pursuant to Section 7.02(n).

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (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) Liens securing Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) 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 attach do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries; (g) [Reserved]; (h) Liens created pursuant to such property concurrently with the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Lender or within ninety days after any Affiliate of any Lender; (i) any landlord’s Lien or other interest or title of a lessor under any lease or a licensor under a license entered into by the acquisition thereofBorrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed; (j) leases Liens created under Pole Agreements on cables and other property affixed to transmission poles or subleases granted to others not interfering contained in any material respect with the business of any Loan Party or any Subsidiaryunderground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any interest 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 title of a lessor under, and Liens arising from UCC financing statements (business in connection with franchise agreements or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementPole Agreements; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted arising from judgments or decrees not constituting an Event of Default under Section 7.02(a8.1(i); (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 Borrower and its Subsidiaries in respect of Hedge Agreements that are not entered into for speculative purposes and letters of credit issued pursuant to Section 7.2(h); (o) junior Liens on items assets constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any 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 course Senior Note Intercreditor Agreement; (p) [Reserved] (q) [Reserved] (r) Liens not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of collectionthe 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 one time outstanding; and (s) Liens on assets of Holdings, the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Notwithstanding Collateral Agreement that are subject to the foregoing, no Liens terms of the First Lien Intercreditor Agreement securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsSection 7.2(n).

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any 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 7.02(a)agreements; (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; ; (n) Liens of sellers of goods to a Loan Party and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property any of its Subsidiaries arising under Article 2 of the MLP Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and its Subsidiaries, except securing only the unpaid purchase price for such goods and related expenses; and (o) Liens created in connection with Indebtedness permitted by the Collateral DocumentsSection 8.03(j).

Liens. 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 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 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 and Liens of carriers, warehousemen, mechanics, materialmen materialmen, repairmen, construction contractors and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are not overdue for a period of more than 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;business, (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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property Property other than the property 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 subject to such Lien and (iiiii) such Liens attach to such property Property concurrently with or within ninety two hundred seventy (270) days after the acquisition acquisition, 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 any Loan Party 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 7.02(a)8.02; (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 Notwithstanding (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 foregoingright 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 under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, no 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 inventory 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 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 for borrowed money 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 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 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 to encumber owned 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 MLP 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 its the Subsidiaries, except taken as a whole; (bb) [Intentionally Omitted]; (cc) Liens created (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 Collateral DocumentsCapital 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 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 renewals, extensions or extensions replacements thereof, ; provided that the property covered thereby is not increased, and with respect to any replacement Lien, the amount of any Indebtedness secured by such Lien shall not be increased; (cb) 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; (dc) Liens of carriers, warehousemen, mechanics, materialmen materialmen, workmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and insurance, old age benefits, other social security legislationobligations, taxes, assessments, statutory obligations and other similar charges, other than any Lien imposed by ERISA; (fe) (i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and return of money bonds, agreements with utilities and other obligations of a like nature incurred in the ordinary course of business (including in each case deposits and/or Liens securing letters of credit issued in lieu of any such cash deposits), and (ii) other cash deposits required to be made in the ordinary course of business, including those made to secure health, safety and environmental obligations 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) ), which judgments do not constituting constitute an Event of Default under Section 8.01(h), and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any such legal proceeding; (ih) Liens securing Indebtedness permitted under Section 7.03(e7.03(c); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) with respect to Indebtedness permitted by Section 7.03(c)(i) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (ji) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party 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; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (mk) normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks banks, brokers or other depository financial institutions; (nl) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; (m) any Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in contemplation of such acquisition; (n) Liens incurred or assumed in the ordinary course on cash, marketable securities, real estate loans (including related purchase commitments) commodities or other financial products to secure stock lending transactions, repurchase agreements, and Notwithstanding other collateralized financing transactions at Subsidiaries; (o) pledges of securities or commodity positions and exchange memberships in the foregoingordinary course of business; (p) deposits or securities with commodity or securities exchanges or clearing organizations, no or with other exchanges or markets, in each case in the ordinary course of business; (q) Liens securing Indebtedness for borrowed money shall be permitted under Section 7.03(h); (r) Liens on cash and marketable securities granted by Berkeley Point in favor of ▇▇▇▇▇▇ ▇▇▇ under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course of business; and (s) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to encumber owned real property exceed at any one time, the difference of the MLP $30,000,000 and its Subsidiaries, except Liens created by the Collateral Documentsany Indebtedness incurred pursuant to Section 7.03(j).

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising landlords incurred in the ordinary course of business which are for sums not overdue for a period of not more than 30 60 days or which are being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves in accordance with respect thereto are maintained GAAP shall have been set aside on the books of the applicable Personits 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) 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) Liens securing Indebtedness of Subsidiaries of the Borrower permitted under by clause (d) of Section 7.03(e); 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 (iiiv) 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 attach to existed at the time such property concurrently Person became or was merged with or within ninety days 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 acquisition thereoftime 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) leases Liens on Sold Receivables created pursuant to the Receivables Purchase Documents; (k) easements, rights of way, restrictions and other similar charges or subleases granted to others encumbrances which do not interfering secure any obligations or interfere in any material respect with the ordinary conduct of business of any Loan Party 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(a);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 Liens arising under licensing agreements entered into by any Subsidiary of setoff upon deposits the Borrower in the ordinary course of cash in favor business for the use of banks Intellectual Property or other depository institutions; (n) Liens intangible assets of a collection bank arising under Section 4-210 such Subsidiary, and 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 Uniform Commercial Code on items in Liens permitted by clauses (i) or (j) of this Section 7.2.4 shall encumber any Collateral or subject any Collateral to the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsterms thereof.

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to 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 being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are (such as (i) Liens of carriers, warehousemen, landlords, mechanics, repairmen and materialmen and other similar Liens imposed by law, (ii) deposits to secure trade contracts entered into in the ordinary course of business and (iii) Liens incurred in connection with worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with leases, surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits (other than deposits in the ordinary course of business that are customary with respect to the type of obligations secured and deposits permitted by Section 10.19(f), but excluding bonds of the types described in subsection (e) below) or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves; (c) Liens identified in Schedule 10.8 and Liens securing refinancings, refundings, renewals, replacements or extensions of the Debt originally secured by such Liens; provided that the amount of Debt secured thereby is not increased; (d) subject to the limitations set forth in Section 10.7(c), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving such property, provided that any such Lien attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired, and any refinancing, amendment, restatement, supplement, renewal or extension of any such Lien (or the debt secured thereby) so long as the principal amount of the obligations secured by such Lien is not increased and such Lien does not extend to any other property of the Company or any Subsidiary; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 in the aggregate arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect 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 ERISAproceedings; (f) deposits to secure the performance leases, subleases, encroachments, subdivisions, easements, rights of bidsway, trade contracts and leases (other than Indebtedness)restrictions, statutory obligations, surety and appeal bonds, performance bonds minor defects or irregularities in title and other obligations similar Liens not interfering in any material respect with the ordinary conduct of the business of the Company or any Subsidiary; (g) Liens in favor of the Administrative Agent arising under the Loan Documents; (h) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a like nature incurred creditor depository institution; (i) licenses of patents, trademarks, or other intellectual property rights granted in the ordinary course of business; (gj) easementsany interest or title of a lessor, 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 licensor or sublessor under any case materially detract from the value of the property subject thereto lease or materially interfere with license entered into the ordinary conduct course of its business and covering only the business of the applicable Person; (h) Liens securing judgments for the payment of money (assets so leased or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party or any Subsidiarylicensed; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filingsunder Capital Leases, registrations or agreements in foreign jurisdictions) relating to, leases Liens securing Subordinated Debt and other Liens not otherwise permitted by this AgreementSection 10.8 so long as the aggregate outstanding principal amount of the obligations secured by the foregoing does not exceed $10,000,000 at any time outstanding; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under by Section 7.02(a)10.19; (m) normal and customary rights Liens securing Debt facilities of setoff upon deposits Foreign Subsidiaries provided the aggregate outstanding principal amount of cash in favor of banks or other depository institutions;all obligations so secured will not at any time exceed $15,000,000; and (n) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsUnrestricted Margin Stock.

Liens. 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) (x) Liens pursuant to any Loan DocumentDocument and (y) subject to the Intercreditor Agreement (or any Other Intercreditor Agreement), Liens on the Collateral pursuant to the Revolver/Term A Loan Documents; (b) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased; (c) Liens (other than Liens imposed under ERISA) for taxesTaxes, 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 sixty days or which or, if overdue for more than sixty days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP have been established; (e) pledges or deposits or statutory trusts 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 that secures any amount in excess of the Threshold Amount; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Funded 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(a)8.02; (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; (p) Liens on property of Foreign Subsidiaries securing Foreign Subsidiary Indebtedness; (q) Liens on property or assets acquired pursuant to a Permitted Acquisition or any other Investment permitted by Section 8.02 (and Notwithstanding the foregoing, no proceeds thereof) or on property or assets of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition or other permitted Investment and not created in contemplation thereof (including Liens securing Indebtedness for borrowed permitted by Section 8.03(p)), provided that such Liens do not at any time extend to any other property or assets; (r) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (s) Liens on cash or cash equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited hereunder; (t) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods; (u) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Subsidiaries in connection with an Investment permitted by Section 8.02; (v) Liens on cash deposits securing any Swap Contracts provided that the aggregate amount of cash deposits subject to such Liens shall be permitted not exceed $100,000,000; (w) Liens relating to the financing of insurance premiums so long as such Liens do not encumber owned real any property other than cash paid to any such insurance company in respect of such insurance; (x) Liens on Equity Interests in Joint Ventures securing obligations of such Joint Venture; (y) Liens on Permitted Factoring Property arising after such Permitted Factoring Property is actually sold or otherwise transferred in a Permitted Factoring Transaction to a Person that is not the Borrower or a Subsidiary (other than an SPV); (z) Liens on the Collateral securing Permitted Incremental Equivalent Debt and Ratio Debt (and Permitted Refinancings (or successive Permitted Refinancings) in respect of the MLP and its Subsidiaries, except foregoing); provided that such Liens created by (1) are pari passu or junior to the Liens on the Collateral Documentssecuring the Obligations and (2) are subject to the terms of the Intercreditor Agreement or an Other Intercreditor Agreement; and (aa) Liens (other than Liens described in the foregoing clauses) securing obligations in an aggregate principal amount outstanding at the time of, and immediately after giving effect to, the incurrence of any such obligation, not to exceed the greater of (i) $400,000,000 and (ii) 6.0% of Consolidated Total Assets as of the end of the Applicable Period.

Liens. 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereofdate 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 any Loan Party 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(a); (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 Borrower or any of its Subsidiaries in the ordinary course of business and not prohibited by this Agreement; (o) Liens with respect to vehicle leases of the Uniform Commercial Code on items Borrower and its Subsidiaries entered into in the ordinary course of collectionbusiness; and (p) Liens with respect to operating leases of copiers, fax machines and Notwithstanding similar office equipment in the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property ordinary course of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsbusiness.

Liens. CreateNot, and not permit any Subsidiary to, create, incur, assume or suffer to be 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 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 and for which whatever reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPrequired by GAAP have been established; (d) Liens consisting of carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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, 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) Subject to the limitation set forth in Section 5.13(d), Liens created or assumed in connection with the acquisition of real property by the Company or any Subsidiary, provided that such Liens attach only to the property acquired and secure only Indebtedness incurred solely to finance the acquisition of such property, and Liens on the same property securing judgments for any Indebtedness the payment proceeds of money (or appeal or other surety bonds relating which are used solely to refinance such judgments) not constituting an Event of Default under Section 8.01(h)Indebtedness; (if) Subject to the limitation set forth in Section 5.13(d), Liens securing Indebtedness permitted under Section 7.03(e); on inventory of the Company or any Subsidiary and proceeds thereof pursuant to agreements with the suppliers of inventory or inventory lenders to the Company or such Subsidiary, provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach only to inventory financed pursuant to such property concurrently with or within ninety days after agreements and secure only Indebtedness incurred solely to finance the acquisition thereof; (j) leases of such inventory by the Company or subleases granted to others not interfering in any material respect with the business of any Loan Party or any 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(a); (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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentssuch equipment.

Liens. Create, incur, assume or suffer to 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 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 or and other like Liens arising in the ordinary course of business which are business; provided, that, such Liens secure only amounts not overdue for a period of more than 30 thirty days or which or, if overdue for more than thirty days, 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; (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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that provided, that, (i) such Liens do not at any time encumber any property other than the property (or proceeds thereof) financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition or completion or construction thereof; (j) licenses, leases or subleases granted to others not interfering in any material respect with the business of any Loan Party 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 7.02(a)8.02; (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; (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 Notwithstanding the foregoingproceeds 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 beneficiary of any such unqualified deferred compensation arrangement; (aa) Liens securing Indebtedness under 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 shall be permitted in an aggregate principal amount outstanding not to encumber owned real property 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 MLP assets of such Foreign Subsidiary and its Subsidiaries. Notwithstanding anything to the contrary in this Section 8.01 or otherwise, except 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 created by (i) existing under the Collateral DocumentsPermitted Securitization Transaction to which such Special Purpose Subsidiary is a party and (ii) permitted under the applicable Securitization Documents to which such Special Purpose Subsidiary is a party.

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereoflandlords, 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 carriers, warehousemen, mechanics, materialmen and repairmen materialmen, repairmen, suppliers or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 60 days (or which are such longer period to the extent such amount is being 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 PersonPerson in accordance with GAAP); (eb) 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; (fc) deposits to secure the performance of bids, trade trade, proposals, contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, indemnity, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gd) easements, licenses, rights-of-way, survey exceptions, zoning or other restrictions and other similar encumbrances affecting real property which, incurred in the aggregate, are not substantial ordinary course of business or other minor irregularities in amount, and which title (including leasehold title) that do not in any case materially detract from the value of the property subject thereto or and do not materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (he) Liens securing judgments for in existence on the payment date hereof listed on Schedule 7.3(e) and any modification, replacement, refinancing, renewal or extension thereof, provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of money (or appeal obligations secured thereby is not increased except by an amount equal to a reasonable premium or other surety bonds relating reasonable amount paid, and fees and expenses reasonably incurred, in connection with such renewal or extension and by an amount equal to such judgments) not constituting an Event of Default under Section 8.01(h)any existing commitments unutilized thereunder; (if) Liens securing Indebtedness permitted under of the Borrower or any Subsidiary incurred pursuant to Section 7.03(e); 7.2(i) to finance the acquisition, construction or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition, construction or improvement of such fixed or capital assets or within 270 days thereof and (ii) such Liens do not at any time encumber any property other than the property fixed or capital assets financed by such Indebtedness; (g) Liens created pursuant to the Security Documents; (h) Liens existing on assets acquired in connection with any Permitted Acquisition; provided that such Liens were not incurred in connection with, or in contemplation of, such Permitted Acquisition and do not extend to any assets of the Borrower or any of its Subsidiaries other than the specific assets so acquired (and improvements thereon); (i) Liens for Taxes, assessments or governmental charges or claims or other like statutory Liens that do not secure Indebtedness for borrowed money and (i) that are not yet delinquent or (ii) such Liens attach to such property concurrently that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that, unless the amount is immaterial, any adequate reserves or other appropriate provision as shall be required are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with or within ninety days after the acquisition thereofGAAP; (j) leases Liens resulting from any judgments, awards or subleases granted orders to others the extent that such judgments, awards or orders do not interfering in any material respect with the business cause or constitute an Event of any Loan Party or any SubsidiaryDefault; (k) Liens in the form of licenses or sublicenses (including licenses or sublicenses of Intellectual Property), or leases or subleases granted or created by the Borrower or any interest of title its Subsidiaries in the ordinary course 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 Agreementbusiness; (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 7.02(a)the importation of goods; (m) bankers’ Liens, including normal and customary rights of setoff upon deposits setoff, and similar Liens existing solely with respect to cash and Cash Equivalents and Investments permitted by Section 7.7 on deposit in one or more accounts maintained by the Borrower or any Subsidiary of cash the Borrower, in each case granted in the ordinary course of business in favor of the bank or banks or other depository institutionsinstitutions which such accounts are maintained, securing amounts owing to such bank with respect to cash management or other account arrangements, including those involving pooled accounts and netting arrangements, provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (o) Liens on assets of Foreign Subsidiaries to secure Indebtedness permitted by Section 7.2(g); (p) Liens on the assets that are subject of the sale leasebacks permitted under Section 7.10 to secure the obligations of the Borrower and its Subsidiaries thereunder; (q) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all Subsidiaries) $15,000,000 at any one time; (r) any interest or title of licensor or sublicensor of Intellectual Property not prohibited hereby; (s) Liens on the property of a collection bank arising Person existing at the time such Person becomes a Subsidiary of a Loan Party; (t) Liens securing Incremental Equivalent Debt to the extent permitted by the definition thereof; (u) Liens (i) in favor of any Loan Party and/or (ii) granted by any non-Loan Party in favor of any Subsidiary that is not a Loan Party, in each case of the foregoing clauses (i) and (ii), securing intercompany Indebtedness permitted under Section 4-210 7.2; and (v) any replacement, extension and renewal of any Lien permitted hereby, to the extent any such replacement, extension or renewal is not spread to cover any additional property. For the avoidance of doubt, any obligation imposed pursuant to Section 430(k) of the Uniform Commercial Code on items in the course or 303(k) of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money ERISA shall not be a permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral DocumentsLien hereunder.

Liens. 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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(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; (s) Settlement Liens; and Notwithstanding the foregoing, no and (t) other Liens securing Indebtedness for borrowed money shall be permitted of a type not otherwise contemplated by this Section 7.01 that secure obligations in an aggregate amount not to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsexceed $1,000,000.

Liens. 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 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided, that, such Liens secure only amounts (i) not yet due and payable, (ii) if due, not overdue for a period of by more than 30 days or which thirty (30) days, (iii) that if overdue by more than thirty (30) days, are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with GAAP have been established or (iv) with respect thereto are maintained on to which the books of failure to make payment could not, individually or in the applicable Personaggregate, 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) (i) Liens securing Indebtedness permitted under Section 7.03(e8.03(e)(i); provided that , provided, that: (ix) 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 an arm’s-length basis) of the property being acquired on the date of acquisition and (iiz) such Liens attach to such property concurrently with or within ninety 180 days after the acquisition thereofthereof and (ii) Liens securing Indebtedness permitted under Section 8.03(e)(ii) on any assets or property prior to the acquisition thereof and not created in contemplation of or in connection with such acquisition or Investment; provided, that, such Liens do not at any time encumber any assets or property other than the assets or property financed by such Indebtedness 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 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 7.02(a)the 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) Permitted 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 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 Notwithstanding the foregoingCash Equivalents securing Indebtedness permitted under Section 8.03(m), no 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 shall be 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 to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsunder Section 8.01).

Liens. CreateThe Company will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, assets Property or revenues, whether asset now owned or hereafter acquiredacquired by it, other than the followingor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens pursuant to any Loan Documentcreated under the Security Documents; (b) Liens any Lien on any property or asset of the Company or any Restricted Subsidiary existing on the Closing Second Restatement Effective Date and listed on set forth in Schedule 7.01 and any renewals or extensions thereof7.02, provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is Company or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secured on the Second Restatement Effective Date and extensions, renewals and replacements thereof that do not increasedincrease the outstanding principal amount thereof; (c) Liens (other than inchoate Liens imposed under ERISA) by any Governmental Authority for ad valorem taxes, assessments or governmental charges or levies not yet due or (in the case of property taxes and assessments not exceeding $2,000,000 in the aggregate more than 90 days overdue) 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 Company or the affected Restricted Subsidiaries, as the case may be, in accordance with GAAP; (d) Liens of carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens, and vendors’ Liens imposed by statute or common law not securing the repayment of Indebtedness, arising in the ordinary course of business which are not overdue for a period of more than 30 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedand Liens securing judgments (including, if adequate reserves with respect thereto are maintained on without limitation, pre-judgment attachments) but only to the books extent for an amount and for a period not resulting in an Event of the applicable PersonDefault under Section 8(j) hereof; (e) pledges or deposits in the ordinary course of business in connection with workers’ under worker’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, tenders, trade contracts and (other than for borrowed money), leases (other than Indebtednesscapital leases), 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-rights of way, restrictions and other similar encumbrances affecting real property incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not substantial material in amount, and which do not not, in any case the aggregate, materially detract from the value of the property subject thereto Property of the Company and its Restricted Subsidiaries or materially interfere with the ordinary conduct of the business of the applicable PersonCompany or any of its Restricted Subsidiaries; (h) additional Liens securing judgments for upon real and/or personal Property created after the payment Second Restatement Effective Date, provided that the aggregate amount of money (or appeal or other surety bonds relating to such judgments) obligations secured thereby shall not constituting an Event of Default under Section 8.01(h)exceed $40,000,000; (i) Liens securing Indebtedness permitted under Section 7.03(e); consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents presented in letters of credit drawings; (j) Liens on fixed or capital assets acquired, constructed or improved by the Company or any Restricted Subsidiary, provided that (i) such Liens do not at any time encumber any property other than the property financed secure Indebtedness permitted by such Indebtedness and Section 7.01(i), (ii) such Liens attach and the Indebtedness secured thereby are incurred prior to such property concurrently with or within ninety 90 days after such acquisition or the acquisition thereof; completion of such construction or improvement, (jiii) leases the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or subleases granted improving such fixed or capital assets and (iv) such security interests shall not apply to others not interfering in any material respect with other property or assets of the business of any Loan Party Company or any Restricted Subsidiary; (k) any interest Liens on the Collateral securing Indebtedness permitted pursuant to Section 7.01(c), so long as at the time of title the incurrence of a lessor under, and Liens arising from UCC financing statements such Indebtedness the holders of such Indebtedness (or equivalent filings, registrations or agreements in foreign jurisdictionsa representative thereof on behalf of such holders) relating to, leases permitted by this Agreement;shall have entered into a First Lien Intercreditor Agreement with the Administrative Agent agreeing that such Liens are subject to the terms thereof; and (l) Liens deemed on any property or assets securing Indebtedness permitted pursuant to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a7.01(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; and . Notwithstanding the foregoing, no the Company will not permit the Company’s headquarters building listed in Section 10.01(a)(i) to be subject to any Liens securing to secure Indebtedness for money borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsother than Indebtedness described in Section 7.01(i).

Liens. 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 8.01 and any 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 carriers, warehousemen, mechanics, materialmen and repairmen materialmen, repairmen, landlord or other like Liens imposed by Law or arising in the ordinary course of business which are not overdue for a period of more than 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; (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 (or on such later date as such Title Policies are delivered in accordance with the Post-Closing Agreement and accepted by the Administrative Agent) 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property concurrently with or within ninety days after being acquired on the acquisition thereof; (j) leases or subleases granted to others not interfering in any material respect with the business date of 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 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 7.02(a)such 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 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 Borrower or any of the 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 on items assets of Foreign Subsidiaries of the Borrower securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (g) or (k) of Section 8.03; (p) Liens 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 Restricted Subsidiaries to any other Person in the ordinary course of collectionbusiness; 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 Notwithstanding (iii) proceeds of the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens in each case created by the Collateral Documentsin connection with such Permitted Receivables Transaction.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Parent, the Borrower or any of their respective Advisory Subsidiaries as debtor, or assign any 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 renewals, amendments, modifications 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 disputed or 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 thirty (30) days or which are being disputed or 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, or which are otherwise subject to a bond or insured against; (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, leases, rights-of-way, restrictions and other similar encumbrances affecting real property whichwhich could not, individually or 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 Personreasonably be expected to have a Material Adverse Effect; (h) Liens securing the Inter-Company Debt; (i) 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); (ij) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 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(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 collecting bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection; , and Notwithstanding (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the foregoingright of setoff) that are customary in the banking industry; (k) any interest or title of a lessor, no Liens securing Indebtedness for borrowed money shall be sublessor, licensor or sublicensor under leases or licenses permitted by this Agreement that are entered into in the ordinary course of business; (l) leases, licenses, subleases or sublicenses granted to encumber owned real property others in the ordinary course of business that do not (i) interfere in any material respect with the ordinary conduct of the MLP business of the Borrower and its Advisory Subsidiaries, except or (ii) secure any Indebtedness; (m) Liens created solely with respect to assets leased to the counterparty of a Key Money Investment transaction and granted in connection therewith; and (n) Liens granted by the Collateral Documentsan Excluded Subsidiary to secure Indebtedness permitted under Section 7.02(g) below.

Liens. 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 8.01 and any 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property 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 (iiiii) 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 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 7.02(a)8.02; (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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property any of its Subsidiaries arising under Article 2 of the MLP Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and its Subsidiariessecuring only the unpaid purchase price for such goods 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 applicable IDB with respect to any PILOT Program Property; (r) Liens, except if any, in favor of the Administrative Agent on Cash Collateral delivered pursuant to Section 2.15(a); and (s) Liens created on cash in favor of a seller of any property to be acquired pursuant to an Acquisition permitted by Section 8.02(i) to be applied against the Collateral Documentspurchase price for such Acquisition.

Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to 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 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising landlords incurred in the ordinary course of business which are for sums not overdue for a period of more than 30 days or which are or, if overdue, being diligently contested in good faith and by appropriate proceedings diligently conducted, if and for which adequate reserves in accordance with respect thereto are maintained GAAP shall have been set aside on the books of the applicable Personits 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 securing Indebtedness incurred or assumed for the aggregate, are not substantial in amount, and which do not in purpose of financing all or any case materially detract from the value part of the property subject thereto or materially interfere with the ordinary conduct cost of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to acquiring such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(e)property; provided provided, that (i) any such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach Lien attaches to such property concurrently with or within ninety twenty (20) days after the acquisition thereof;, (ii) such Lien attaches solely to the property so acquired in such transaction, (iii) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such property, and (iv) the aggregate amount of all such Indebtedness on a consolidated basis for the Company and its Subsidiaries shall not at any time exceed $1,000,000.00; and (j) leases or subleases granted to others not interfering in any material respect with the business of 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; (lvii) Liens deemed to exist in connection with Investments in repurchase agreements securing the payment of Debt permitted under Section 7.02(a5.12 (other than Section 5.12(b); ), PROVIDED that (mx) normal no such Debt is incurred pursuant to a Secured Credit Agreement and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (ny) such Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property only if the aggregate amount of all Debt secured by such Liens does not exceed 15% of the MLP and its Subsidiaries, except Liens created by Company's Tangible Net Worth as of the Collateral Documentsend of the most recently completed fiscal quarter of the Company.

Liens. 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 followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 30 days or which that 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 Personproceedings; (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; (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) Liens securing Indebtedness permitted under of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.03(e); 7.2(d) to finance the acquisition of fixed or capital assets, provided that (iA) 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 attach 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 such property concurrently with Section 7.2(k) or within ninety days after (m), subject to the acquisition thereofSenior Note Intercreditor Agreement; (h) Liens created pursuant to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any Lender or any Affiliate of any Lender; (i) any landlord’s Lien or other 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) leases Liens created under Pole Agreements on cables and other property affixed to transmission poles or subleases granted to others not interfering contained in any material respect with the business of any Loan Party or any Subsidiaryunderground conduits; (k) Liens of or restrictions on the transfer of assets imposed by any interest 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 title of a lessor under, and Liens arising from UCC financing statements (business in connection with franchise agreements or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this AgreementPole Agreements; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted arising from judgments or decrees not constituting an Event of Default under Section 7.02(a8.1(i); (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 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 7.2(h); (o) junior Liens on assets constituting Collateral under Section 4-210 the Guarantee and Collateral Agreement securing Indebtedness of the Uniform Commercial Code Borrower or any Guarantor incurred pursuant to Section 7.2(e), which Liens shall be on items 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 course Senior Note Intercreditor Agreement as in effect on the Restatement Effective Date; (p) Liens in favor of collection; the Borrower created pursuant to the Silo Guarantee and Notwithstanding Collateral Agreements as in effect on the foregoing, no Restatement Effective Date; (q) junior Liens on Equity Interests of the Borrower securing Indebtedness for borrowed money of Holdings incurred pursuant to Section 7.2(e) or (m), which Liens shall be permitted on terms and conditions no less favorable to encumber owned real property the interests of the MLP Loan Parties and its Subsidiariesthe Lenders in any material respect than those contained in the Holdings Credit Agreement as in effect on the Restatement Effective Date, except 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 created 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 Documentsunder the Guarantee and Collateral Agreement that are subject to the terms of the First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).

Liens. 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) notices of commencement, easements, rights-of-way, restrictions restrictions, development agreements, special taxing district documents, community development district documents, metropolitan district documents 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); (ig) Liens securing Indebtedness permitted under Section 7.03(e7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such 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; (h) Liens attach to such property concurrently with or within ninety days after securing judgments for the acquisition thereofpayment of money not constituting an Event of Default under Section 8.01(h); (i) Liens securing Indebtedness permitted under Section 7.03(i); and (j) leases Liens that secure Indebtedness that has been paid in full in accordance with payoff statements, payoff letters, or subleases granted to others other similar documentation but for which Lien terminations have not interfering yet been filed or recorded but are being diligently pursued in any material respect with good faith, so long as such Lien terminations are filed or recorded within 60 days following the business of any Loan Party or any Subsidiary; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements date such Indebtedness has been paid in full (or equivalent filings, registrations or agreements such later date as Administrative Agent agrees 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(aits sole discretion); (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 Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documents.

Liens. 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 8.01 and any 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) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which securing amounts that are not overdue for a period of more than 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; (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, zoning 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) Liens securing Indebtedness permitted under Section 7.03(e8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party the Parent 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 or short term rentals permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a8.02(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; and Notwithstanding and (o) so long as no Foreign Borrower has been designated by the foregoingParent pursuant to Section 2.17, no Liens on property of Foreign Subsidiaries securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentsunder Section 8.03(g).

Liens. 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 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 carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (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) leases, subleases, licenses and sublicenses granted to third Parties in the ordinary course of business, in each case, not interfering with the operations of business of the Company or its Subsidiaries; (i) 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 (ij) Liens securing Indebtedness permitted under Section 7.03(e7.03(f) or (g); provided provided, that (i) the aggregate outstanding principal amount of such Indebtedness secured by such Liens do shall not exceed $50,000,000 at any time encumber any property other than the property financed by such Indebtedness 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 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(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; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Documentstime.

Liens. 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 8.01 and any 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 or and other like Liens arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue for a period of more than 30 thirty (30) days or which or, if overdue for more than thirty (30) days, are being contested in good faith by reasonable and by appropriate responses and/or proceedings diligently conducted, if conducted for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens on assets of SWY and its Subsidiaries securing Indebtedness permitted under Section 7.03(e8.03(e) or (m); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party 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(a)8.02; (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; and Notwithstanding the foregoing, no ; (o) Liens securing Indebtedness for borrowed money shall be permitted to encumber owned arising on any real property of the MLP 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; (p) Liens 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 UCC 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; (r) Liens on assets of SWY and its Subsidiaries securing Indebtedness permitted under 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, except Liens created $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 Collateral DocumentsLoan 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 any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (ai) Liens pursuant to any Loan Document; (bii) Liens existing on the Closing Date date hereof and listed on Schedule 7.01 8.2(a) and any renewals renewals, refinancings or extensions thereof, provided that the property covered principal amount secured or benefited thereby is not increased; (ciii) 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; (div) Liens of imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen and repairmen materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are do not secure obligations overdue for a period of more than 30 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 Personmaintained; (ev) 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; (fvi) 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; (gvii) 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; (hviii) 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(h9.1(i); (iix) Liens on property of the Borrower securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at the DP&L First Mortgage Bonds and, any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with amendment, modification, refinancing, replacement or within ninety days after the acquisition renewal thereof; (jx) Liens on property of the Borrower in connection with collateralized pollution control bonds; (xi) Liens on property of the Borrower and its Subsidiaries in connection with (A) any construction project or generating plant as security for any Indebtedness incurred for the purpose of financing all or part of such construction project or generating plant, and in each case, Liens and charges incidental thereto; provided that the aggregate amount of Indebtedness secured by Liens permitted pursuant to this clause (xi)(A) shall not exceed $50,000,000 at any time outstanding and (B) security for any Indebtedness incurred for the purpose of financing capital improvements for any generating plant owned by the Borrower or its Subsidiaries which the Borrower or such Subsidiary reasonably deems as necessary or advisable in order to comply with Laws; provided that the aggregate amount of Indebtedness secured by Liens pursuant to clause (xi)(A) and this clause (xi)(B) shall not exceed $150,000,000 at any time outstanding; (xii) banker’s liens and rights of setoff arising by operation of law and contractual rights of ▇▇▇▇▇▇; (xiii) leases or subleases granted in the ordinary course of business to others not interfering in any material respect with the business of any Loan Party 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; (lxiv) purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (xv) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license or permit, or any provision of law, to purchase or capture or designate a purchaser of any property; (xvi) Liens deemed with respect to exist cash collateral deposited by the Borrower and its Subsidiaries with counterparties in connection with Investments in repurchase agreements the ordinary course of the Borrower and its Subsidiaries’ purchase and sale of energy, power, Swap Contracts, coal and other commodities; (xvii) Liens arising from the rights of lessors under leases (including financing statements regarding property subject to such lease) permitted under Section 7.02(athis 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); (mxviii) normal any (A) 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 (x) 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, (y) such Lien shall not attach or apply to any other property or assets of the Borrower or any of its Subsidiaries, and customary rights (z) such Lien shall secure only those obligations that it secures on the date of setoff upon deposits 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 (B) Lien securing Indebtedness in respect of cash purchase money obligations for the acquisition, lease, construction or improvement of fixed assets or Capital Lease obligations, provided that (x) such Lien only attaches to such fixed assets being acquired, leased, constructed or improved and (y) 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 favor this subsection (xviii) shall not exceed an amount equal to 5% of banks or other depository institutionsthe Consolidated Tangible Assets at such time; (nxix) Liens incurred in connection with an obligation to cash collateralize letters of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items credit or swing line loans; (xx) Liens, in the course of collection; and Notwithstanding the foregoingaddition to those listed above, no Liens securing Indebtedness for borrowed money shall be permitted and other obligations in an aggregate amount at any time not exceeding $25,000,000; and (xxi) Liens, in addition to encumber owned real property of those listed above, provided that any such lien secures the MLP Indebtedness under this Agreement on an equal and its Subsidiaries, except Liens created by the Collateral Documentsratable basis.

Liens. CreateNot, incurand not permit any Subsidiary to, assume create or suffer permit to ----- 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 contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (b) Liens existing on the Closing Date and listed on Schedule 7.01 and any 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 carriers, warehousemen, mechanics, materialmen and repairmen or other like Liens arising in the ordinary course of business which are (such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker's compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and 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 property or services, and, in each case, for a period which it maintains adequate reserves; (c) Liens identified in the attached "Liens Schedule"; -------------- (d) subject to the limitation set forth in Section 6.9(c), (i) Liens -------------- existing on property at the time of more than 30 the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such Lien -------- attaches to such property within 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (e) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 arising in connection with court proceedings, provided the execution or which other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively 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; (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 ERISAproceedings; (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-rights of way, restrictions restrictions, minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, are Liens not substantial in amount, and which do not interfering 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 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness 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 any Loan Party Company or any Subsidiary;; 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; (lg) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(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 the Senior Lenders arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and Notwithstanding the foregoing, no Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real property of the MLP and its Subsidiaries, except Liens created by the Collateral Credit Documents.

Liens. CreateNeither the Borrower nor any Subsidiary shall, directly or indirectly, create, incur, assume or suffer to 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 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 (other than to secure Debt) and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which are business, provided that such Liens secure only amounts not overdue past due for a period of more than 30 60 days or, if delinquent, are unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (jg) leases or subleases granted to others not interfering in any material respect with the business of 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, including, without limitation, operating leases; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02(a); (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 Notwithstanding any of its Subsidiaries arising under Article 2 of the foregoingUniform Commercial Code or similar provisions of applicable law in the ordinary course of business, no 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 securing Indebtedness for borrowed money shall be permitted created pursuant to encumber owned real construction, operating and maintenance agreements, transportation agreements and other similar agreements and related documents entered into in the ordinary course of business; (n) rights of first refusal entered into in the ordinary course of business; (o) Liens consisting of any (i) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the MLP 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 franchise, grant, license, lease or permit or to condemn or expropriate any property, or (iii) zoning laws, ordinances or municipal regulations; (p) Liens on cash margin collateral, deposits or securities 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 accordance with Section 7.13; (q) 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; (r) Liens on Capital Stock of joint ventures and Persons that are not Affiliates of the Borrower or its Subsidiaries securing Debt of such joint venture or Person; (s) Liens securing Debt permitted by Section 7.09(h); provided that (i) such Lien shall be created within 90 days of the acquisition, repair, improvement or lease, as applicable, of the related property, (ii) such Lien shall not apply to any property of the Borrower or any Subsidiary other than the property financed by such Debt and proceeds thereof, (iii) the principal amount of Debt secured thereby is not increased and (iv) the principal amount of the Debt secured by such Lien shall not exceed 100% of the cost of acquiring, repairing, improving or leasing such property; (t) any easements, exceptions or reservations in any property or assets granted or reserved for the purpose of pipelines, roads, the removal of oil, gas or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment that are incidental to, and do not materially interfere with, the ordinary conduct of the Borrower’s and/or its Subsidiaries, except ’ business; and (u) Liens created not otherwise permitted by the Collateral Documentsforegoing clauses of this Section securing Debt or other obligations; provided that the aggregate principal amount of all such Debt and obligations does not exceed an amount equal to 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or assumption of such Lien.

Liens. 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 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) such Liens attach to such property concurrently with leases, subleases, licenses or within ninety days after the acquisition thereof; (j) leases or subleases sublicenses granted to others not interfering in any material respect with the business of any Loan Party the 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(a); (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; and Notwithstanding the foregoing, no ; (l) Liens securing Indebtedness for borrowed money shall be permitted to encumber owned real 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 MLP 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 Subsidiary, provided that in the case of any such Lien (i) such Lien was not created in contemplation of such acquisition, (ii) such Lien shall not apply to any other assets of the Company or 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 acquisition 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 (o) other Liens 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 consolidated total assets of the Company and its Subsidiaries, except as determined in accordance with GAAP, at any time outstanding and (ii) no such Liens created by shall be granted on the Collateral Documentsaccounts receivable or inventory of a Loan Party to secure Indebtedness of the Company or any of its Subsidiaries.

Liens. CreateThe Company will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any property or asset (including, without limitation, any document or instrument in respect of its property, assets goods or revenuesaccounts receivable) of the Company or any such 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 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 and Liens of carriers, warehousemen, mechanics, materialmen and repairmen suppliers and other Liens imposed by law or other like Liens pursuant to customary reservations or retentions of title arising in the ordinary course of business which business, provided that such Liens secure only amounts not yet delinquent or, if delinquent, are not overdue for a period of more than 30 days unfiled and no other action has been taken to enforce the same or which are being contested in good faith and by appropriate proceedings diligently conducted, if for which adequate reserves determined in accordance with respect thereto are maintained on the books of the applicable PersonGAAP 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); (ih) Liens securing purchase money Indebtedness, including, without limitation, any Indebtedness permitted under Section 7.03(e)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 and Indebtedness, (ii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereofacquisition, 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); (ji) leases or subleases granted to others not interfering in any material respect with the business of any Loan Party the 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 7.02(a)entered 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) good faith deposits provided in connection with tenders and Notwithstanding deposits for the foregoingpurpose of terminating obligations under an indenture; (p) the right reserved to or vested in any Governmental Authority by the terms of any lease, no 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; (q) Liens granted to indenture trustees to secure the payment of fees and expenses of such trustees under any indenture 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 borrowed money 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 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 be permitted the Company or any Subsidiary create, permit or suffer to encumber owned real 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 MLP 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 its Subsidiariesto any real estate used or to be used primarily for right-of-way purposes; (u) leases made, except 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 property); and (w) other Liens created not described above; 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(r) and (y) the Collateral Documentsamount 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 (w).