Common use of Liens Clause in Contracts

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for 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) carriers’, warehousemen’s, mechanics’, 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 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; (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); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any of its property, property or assets or revenues, whether now owned or hereafter acquiredacquired by it (including, other than in the followingcase of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or similar arrangement) or on any income or revenues or rights in respect of any thereof, except: (a) Liens created pursuant to on property or assets of any Loan DocumentGuarantor or any Subsidiary existing on the Restatement Date and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the Restatement Date and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the Restatement Date; (b) Liens any Lien existing on any property or asset prior to the Effective Date and set forth on Schedule 7.01 and acquisition thereof by any renewals Guarantor or extensions thereofany Subsidiary; provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) the amount such Lien does not apply to any other property or assets (other than after acquired property or assets) of Indebtedness secured such Guarantor or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)such Subsidiary; (c) Liens for Taxes taxes not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (d) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period yet due or the payment of more than 60 days which is not at the time required by Section 5.03 or which are being contested do not in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained the aggregate have a material adverse effect on the books value or use of the applicable Person in accordance with GAAPproperty encumbered thereby; (e) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other social security legislation, laws or regulations or in connection with other than any Lien imposed insurance maintained by ERISAthe Loan Parties or their Subsidiaries; (f) deposits to secure the performance of bids, trade contracts and (other than for obligations for the payment of borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances 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 PersonGuarantors and the Subsidiaries, taken as a whole, and ground leases in respect of real property on which facilities owned or leased by any Guarantor or any Subsidiary are located; (h) Liens securing judgments for any attachment or judgment Lien unless the payment of money not constituting judgment it secures would constitute an Event of Default under Section 8.01(h)clause (i) of Article VII; (i) Liens on any assets interest or title of a lessor or lessee under any Person that becomes a Subsidiary after the Effective Date existing at the time lease permitted by this Agreement (including any Lien granted by such Person becomes a Subsidiary and not created in contemplation of lessor or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(flessee), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens on Cash and Carry Securities securing other Indebtedness consisting of repurchase agreements relating to Cash and Carry Securities; (k) Liens on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any of the foregoing or to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed, exceed $500,000,000 (plus related obligations) at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))time outstanding; (km) bankers’ immaterial Liens of any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the nature ordinary course of business which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to exist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens that are contractual rights of set-off arising (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 any Guarantor or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of businessbusiness of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a Guarantor or a Subsidiary; and (lr) Liens arising from precautionary Uniform Commercial Code financing statement filings; (s) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of consummation such Seasoning Subsidiary; (t) Liens securing Indebtedness of the Allergan Acquisition that are permitted, Loan Parties under the Allergan Merger Agreement Back-to-Back Lending Facilities in an aggregate principal amount not to exceed $250,000,000 at any time outstanding and related obligations; (as in effect u) Liens required to be created pursuant to this Agreement; and (v) Liens on the Effective Date), right of any Subsidiary that is a general partner to remain in place following consummation of the Allergan Acquisition, issue capital call notices and to exercise rights with respect to capital commitments owing to any renewals or extensions thereof; provided Affiliate that (i) the property covered thereby is not changed, (ii) the amount of secures Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyAffiliate.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth 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 thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.03(b), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 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 Person 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 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 Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on any assets the date of acquisition; (j) Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Subsidiary after the Effective Date Restricted Subsidiary, existing at the time of such Person becomes a Subsidiary acquisition and not created incurred in contemplation of or in connection with such Person becoming a Subsidiary thereof, and not upon any other property, securing only Indebtedness permitted under by Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)7.03(i); (k) bankers’ Liens reserved in the nature leases of rights of set-off arising business premises entered into in the ordinary course of business; andbusiness for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) of a collection bank arising under Section 4.210 of the property covered thereby is not changedUCC on items in the course of collection, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal attaching to a reasonable premium commodity trading accounts or other reasonable amount paid, 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 fees and expenses reasonably incurred, which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business and that are limited to Liens customary in such arrangements; (m) Liens (i) on cash advances in favor of the seller of any refinancing, refunding, renewal or extension of property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such IndebtednessInvestment, and (iiiii) no Subsidiary shall be consisting of an agreement to Dispose of any property in a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant Disposition permitted under Section 7.05, in each case, solely to the terms thereof extent such Investment or Disposition, as the case may be, would have been required permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to becomethe cash, commodity contracts or other Investments in such account) a primary obligor attaching to commodity trading accounts or guarantor with respect thereto 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 foregoing 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 such time 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 (Ba) such Subsidiary is a Loan Partythrough (o) above ranks in priority to any Obligation.

Liens. None of Ultimate ParentThe Parent will not, Intermediate Parentand will not permit any Restricted Subsidiary to, the Borrower, the other Loan Parties or any other Subsidiary will 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 created pursuant to any Loan Documentunder the Security Documents; (b) Liens any Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the Effective Date date hereof and set forth on in Schedule 7.01 and any renewals or extensions thereof; 8.02, provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed, Parent or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)thereof; (c) Liens imposed by any Governmental Authority for Taxes taxes, assessments or charges not yet due or delinquent (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 Parent or the affected Subsidiaries, as the case may be, in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, 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 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 Person in accordance with GAAPDefault under paragraph (j) of Article IX; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensationunder (i) worker’s compensation (including, without limitation, worker’s compensation insurance programs), unemployment insurance and other social security legislationlegislation and (ii) general liability, other than any Lien imposed by ERISAautomobile liability, excess liability, fiduciary liability, directors and officers liability and foreign liability insurance programs; (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-way, restrictions and other similar encumbrances affecting real incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or 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 of the Parent and its Restricted Subsidiaries or materially interfere with the ordinary conduct of the business of the applicable PersonParent or any of its Restricted Subsidiaries; (h) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law or (except to the extent securing judgments for Indebtedness) by contract in the payment ordinary course of money not constituting an Event business, and Liens on documents presented in letters of Default under Section 8.01(h);credit drawings; and (i) Liens on fixed or capital assets acquired, constructed or improved by the Parent or any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)Restricted Subsidiary, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedsuch Liens secure Indebtedness permitted by Section 8.01(e), (ii) such Liens and the amount of Indebtedness secured thereby are incurred prior to or benefited thereby is not increased, except by an amount equal to a reasonable premium within 90 days after such acquisition or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension the completion of such Indebtednessconstruction or improvement, and (iii) no Subsidiary shall be a primary obligor the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or guarantor with respect thereto unless improving such fixed or capital assets and (Aiv) such Subsidiary was (security interests shall not apply to any other property or pursuant to assets of the terms thereof would have been required to become) a primary obligor Parent or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyany Subsidiary; (j) other Liens securing other Indebtedness or other liabilities on property of Ultimate Parent and its Restricted Subsidiaries in an aggregate principal amount that are not Obligors, so long as such Liens do not extend to exceed, at cover property of any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))Obligor; (k) bankers’ Liens licenses, on a non-exclusive basis (or, solely with respect to any territory where neither the Parent nor any Restricted Subsidiary is doing business, on an exclusive basis) of rights in the nature intellectual property of rights of set-off arising the Parent or any Restricted Subsidiary granted in the ordinary course of business; and; (l) Liens on the Equity Interests of, and on the property or assets of, a Project Entity securing Non-Recourse Project Indebtedness; (m) Liens on property purchased or built pursuant to any assets engineering, construction, procurement, manufacturing, equipment or supply contract (each, a “Customer Contract”) with a customer (including any Governmental Authority) in favor of such customer, which Liens arise in the ordinary course of business and secure the performance obligations of the Allergan Acquired Business Parent or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement relevant Restricted Subsidiary (as applicable) under such Customer Contract; (n) Liens constituting security referred to in effect on the Effective Dateparagraphs (c)(ii), to remain in place following consummation (c)(iii) and (g) of Section 8.01; and (o) additional Liens upon real or personal property created after the Allergan Acquisitiondate hereof, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the aggregate amount of Indebtedness obligations secured or benefited thereby is shall not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyexceed $50,000,000.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created 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 Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 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 in accordance with GAAPPerson; (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 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; (h) Liens securing purchase money Indebtedness; provided that 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; (i) Liens any Lien existing on any assets of any Person that becomes asset prior to the acquisition thereof by the Borrower or a Subsidiary after the Effective Date existing at the time such Person becomes a Material Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition; (j) other Liens securing other Indebtedness arising under or other liabilities existing as a result of Ultimate Parent any federal, state or foreign securities or insurance regulatory law, in each case, that are generally applicable to Persons that are similarly situated to the Borrower or its Material Subsidiaries and that are not unique to the Borrower or its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))Material Subsidiaries; (k) bankers’ any Lien existing on the property, assets or revenues of 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 such merger; (l) Liens in arising out of the nature refinancing, extension, renewal or refunding of rights of set-off arising 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 such Liens; (m) Liens on cash, cash equivalents and investment securities securing obligations under repurchase agreements entered into by the Borrower or any Material Subsidiary in the ordinary course of business; and (ln) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofother Liens; provided that (i) the property covered thereby is not changed, (ii) the aggregate principal amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with obligations outstanding at any refinancing, refunding, renewal or extension of time secured by such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyother Liens does not exceed $100,000,000.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign, file or authorize the filing under the Uniform Commercial Code of any jurisdiction a financing statement that names such Loan Party as debtor, other than the following: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 7.01(b) and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.02(d), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by under Section 7.02(b7.02(d); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 30 days or or, if more than 30 days, 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 GAAPPerson; (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 (including zoning restrictions) and other similar 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; (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 related to such judgments); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyproperty being acquired on the date of acquisition; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an not otherwise permitted by this Section so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not to exceed, exceed $2,000,000 at any time, time and (ii) the greater of $750,000,000 and 15% aggregate fair market value (determined as of the Net Worth date such Lien is incurred) of the assets encumbered thereby does not exceed (it being understood as to the Loan Parties) $3,000,000 at any one time; (k) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Domestic Subsidiary of the Borrower or becomes a Domestic Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment, do not extend to any Lien assets other than those of the Person merged into or consolidated with the Borrower or such Domestic Subsidiary or acquired by the Borrower or such Domestic Subsidiary and are not for Consolidated Funded Indebtedness (other than purchase money indebtedness permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j7.02(f)); (kl) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessbusiness in favor of one or more financial institutions in which any Loan Party maintains one or more deposit accounts in the ordinary course of business securing usual and customary fees and expenses (but not attorneys fees and expenses) directly relating to such deposit accounts, provided that such Liens secure amounts outstanding for not more than thirty days from the date of incurrence; (m) precautionary Liens arising from filing UCC financing statements in respect of operating leases, provided that such Liens do not extend to any assets other than those subject of such operating lease; (n) Liens attaching to brokerage or securities accounts with respect to Investments permitted by Section 7.03 to secure usual and customary fees incurred in the ordinary course in connection with the maintenance of such brokerage or securities accounts; and (lo) Liens on any assets to the extent constituting a Lien, non-exclusive licenses of IP Rights of a Loan Party in the ordinary course of business and substantially consistent with past practices for terms not exceeding five (5) years; provided, however, that this Section 7.01 shall not apply to treasury stock of the Allergan Acquired Business or its Subsidiaries existing at Borrower to the time extent constituting margin stock (within the meaning of consummation Regulation U of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective DateFRB), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, assets or revenues, whether including any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens created pursuant to on property or assets of the Borrower or any Loan Documentof its Subsidiaries existing on the date hereof provided that, in the case of the Borrower, any such Lien securing Indebtedness for borrowed money in excess of $15,000,000 shall be set forth in Schedule 7.01; and provided further that all Liens permitted by this paragraph (a) shall secure only those obligations which they secure on the date hereof; (b) Liens any Lien existing on any property or asset prior to the Effective Date and set forth on Schedule 7.01 and acquisition thereof by the Borrower or any renewals or extensions thereof; Subsidiary, provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) the amount of Indebtedness secured such Lien does not apply to any other property or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension assets of the obligations secured Borrower or benefited thereby is permitted by Section 7.02(b)any Subsidiary; (c) Liens for Taxes taxes not yet past due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period of more than 60 days due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.03; (e) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations; (f) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than Indebtednesscapital leases), statutory obligations, surety and appeal bonds, advance payment bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business 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 PersonBorrower or any of its Subsidiaries; (h) Liens securing judgments upon any property acquired, constructed or improved by the Borrower or any Subsidiary which are created or incurred within 360 days of such acquisition, construction or improvement to secure or provide for the payment of money any part of the purchase price of such property or the cost of such construction or improvement, including carrying costs (but no other amounts), provided that any such Lien shall not constituting an Event apply to any other property of Default under Section 8.01(h)the Borrower or any Subsidiary; (i) Liens on any the property or assets of any Person that becomes a Subsidiary after in favor of the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyBorrower; (j) other extensions, renewals and replacements of Liens securing other Indebtedness referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or other liabilities of Ultimate Parent replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and its Subsidiaries that the obligations secured by any such extension, renewal or replacement Lien shall be in an aggregate principal amount not to exceed, at any time, greater than the greater of $750,000,000 and 15% amount of the Net Worth (it being understood that any obligations secured by the Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))extended, renewed or replaced; (k) bankers’ Liens any Lien of the type described in clause (c) of the nature definition of rights the term “Lien” on securities imposed pursuant to an agreement entered into for the sale or disposition of set-off arising in such securities pending the ordinary course closing of businesssuch sale or disposition; andprovided that such sale or disposition is otherwise permitted hereunder; (l) Liens on arising in connection with any assets Permitted Receivables Program (to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a Lien in favor of the Allergan Acquired Business purchaser thereof in such accounts receivable or its Subsidiaries existing at the time proceeds thereof); and (m) Liens to secure Indebtedness if, immediately after the grant thereof, the aggregate amount of consummation of the Allergan Acquisition all Indebtedness secured by Liens that are permitted, under the Allergan Merger Agreement would not be permitted but for this clause (as in effect on the Effective Datem), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) when aggregated with the amount of Indebtedness secured permitted by Section 7.04(h), does not exceed the greater of (i) $750,000,000 or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension (ii) 15% of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to the terms thereof would have been required to becomeSection 4.05 or 6.04(a) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyb), as the case may be.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests or other securities of its property, assets or revenues, whether any Restricted Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens created pursuant to on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and set forth on Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and any Loan DocumentPermitted Refinancing thereof; (b) Liens any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the Effective Date and set forth acquisition thereof by the Borrower or any Restricted Subsidiary or existing on Schedule 7.01 and any renewals property or extensions thereofassets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) the property covered thereby such Lien is not changedcreated in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not apply to any other property or assets of the amount of Indebtedness secured Borrower or benefited thereby is not increased (except as contemplated by Section 7.02(b)), any Restricted Subsidiary and (iii) such Lien secures only those obligations (or any Permitted Refinancing thereof) which it secures on the primary obligors and guarantors with respect thereto are not changeddate of such acquisition or the date such Person becomes a Restricted Subsidiary, and (iv) any renewal or extension of as the obligations secured or benefited thereby is permitted by Section 7.02(b)case may be; (cd) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which and securing obligations that (i) are not overdue for a period of more than 60 days due and payable or (ii) which are being contested in good faith and by appropriate proceedings diligently conductedso long as, if in the case of this clause (ii), (x) the Borrower shall have set aside on its books adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP and (y) such contest operates to suspend enforcement of such Lien; (ef) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations; (fg) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property incurred in the ordinary course of business 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 PersonBorrower or any of its Restricted Subsidiaries; (hi) normal and customary rights of setoff upon deposits in favor of depositary institutions, and Liens of a collecting bank on payment items in the course of collection; (j) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation of) the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by Section 6.01(d) or 6.01(e), (ii) such Liens are created, and the Indebtedness secured thereby is incurred, prior to or within 270 days after such acquisition (or construction or improvement), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such Liens do not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (k) judgment Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h7.01(i); (il) Liens on the Collateral (but not any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and other assets) securing Indebtedness Junior Secured Debt permitted under Section 7.02(f6.01(n), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal such Liens are at all times subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyJunior Lien Intercreditor Agreement; (jm) other Liens securing other Indebtedness or other liabilities of Ultimate Parent arising with respect to pledges and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included deposits made in the computation described ordinary course of business securing deductibles, self-insurance, insurance premiums, co-payment, co-insurance, retentions and similar obligations to providers of insurance; and pledges and deposits in this clause the ordinary course of business securing liability for reimbursement or indemnification obligations to (j))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 Restricted Subsidiary; (kn) bankers’ Liens arising with respect to operating leases of the property of the Borrower or any Restricted Subsidiary, in the nature of rights of set-off arising each case entered into in the ordinary course of business; (o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (p) Liens upon specific items of Inventory (as defined in the UCC) or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such Inventory or other goods; (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 in the ordinary course of business; (r) Liens (i) on cash advances or deposits in favor of the seller of any property to be acquired in an acquisition to be applied against the purchase price for such acquisition and (ii) consisting of an agreement to transfer any property in a disposition, in each case, solely to the extent such acquisition or disposition, as the case may be, is permitted hereunder; (s) Liens with respect to any interest or title of a lessor under leases entered into by the Borrower or the Restricted Subsidiaries in the ordinary course of business; (t) Liens on assets of any Foreign Subsidiary; provided that such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(g), (h) or (j) ; and (lu) other Liens on securing obligations in an aggregate amount not to exceed $10,000,000 at any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyoutstanding.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty, assets or revenuesexcept the following (collectively, whether now owned or hereafter acquired, other than the following:“Permitted Liens”): (a) Liens created in favor of Administrative Agent, LC Issuer, Swing Line Lender or any other Secured Party arising pursuant to hereto or under any other Loan Document; (b) Liens existing on securing fixed assets (including in connection with Permitted Purchase Money Debt) to secure a portion of the Effective Date and set forth on Schedule 7.01 and any renewals purchase price or extensions thereof; provided that financing thereof so long as such Liens are incurred not more than ten (10) days after the later of (i) the property covered thereby is not changed, acquisition of the fixed asset(s) which were the subject thereof and (ii) the amount incurrence of Indebtedness secured Permitted Purchase Money Debt in connection with the funding or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension financing of the obligations secured or benefited thereby is permitted by Section 7.02(bsuch fixed asset(s); (c) Liens for Taxes, assessments or other governmental charges not yet delinquent or being Properly Contested; (d) Liens (other than Liens for Taxes or imposed under ERISA) arising as a matter of law and in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested; (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; and (iii) such Liens do not secure Debt; (e) Liens consisting of deposits or pledges made in the Ordinary Course of Business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of tenders, bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or Adverse Proceedings unless permitted by Section 10.2(g)), performance bonds, or arising as a result of progress payments under government contracts, and other obligations of a like nature incurred in the Ordinary Course of Business; (f) Liens arising as a matter of law in the Ordinary Course of Business which are subject to Third Party Agreements; (g) Liens arising as a matter of law by virtue of a judgment or judicial order against any Credit Party or Subsidiary, or any Property of a Credit Party or Subsidiary, as long as (i) such Liens are in existence for less than twenty (20) consecutive days or being contested Properly Contested; (ii) such Liens are at all times subordinate to Administrative Agent’s Liens; and (iii) the execution or enforcement of such Liens is and continues to be effectively stayed and bonded on appeal; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, survey and other non-monetary title exceptions and other similar charges or encumbrances on Real Estate, which do not interfere with the ordinary course of business of the Credit Parties and their respective Subsidiaries; (i) normal and customary rights of setoff upon deposits in good faith favor of depository institutions, Liens of a collecting bank on Payment Items in the course of collection, and other similar Liens granted in the Ordinary Course of Business securing customary account fees and charges payable in respect of depositary accounts; (i) Liens on (A) acquired Property securing Debt permitted under Section 10.1(f) or (B) Property acquired pursuant to a Permitted Acquisition; provided that such Liens (x) are not incurred in connection with, or in anticipation of, a Person becoming a Subsidiary or the acquisition of the Property subject to such Lien; (y) are applicable only to the Property of such Subsidiary or Property acquired (and proceeds thereof) and (z) do not attach to any other Property of the Credit Parties or any of their Subsidiaries and (ii) Liens securing Debt permitted under Section 10.1(f)(ii); (k) So long as the Intercreditor Agreement is in effect, Liens in favor of the Term Loan Agent with respect to the Debt permitted under Section 10.1(b)(i); (l) Liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure payment of customs duties in connection with the importation of Goods; (m) any interest or title of a lessor or sub-lessor under any lease of Real Estate made by appropriate proceedings diligently conductedany Credit Party or any of its Subsidiaries as lessee or sub-lessee, to the extent permitted hereunder, and any Liens on such lessor’s or sub-lessor’s estate thereunder or arising from the acts or omission of such lessor or sub-lessor and any Liens of such lessor (whether contractually granted in such lease in the ordinary course of business or sublease or similar agreement or statute); (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (o) leases in respect of real property on which facilities owned or leased by any Credit Party or any of its Subsidiaries are located, unless such leases are expressly prohibited by the terms of this Agreement or the other Loan Documents (p) mechanics’, workers’, materialmen’s, carriers’, warehousemen’s, landlords or other like Liens arising in the Ordinary Course of Business with respect to obligations which are (i) not due or (ii) Properly Contested; provided, that no Lien has been filed with respect thereto or, if any such Lien shall have been filed, a stay of enforcement of any such Lien shall be in effect; provided, further that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, 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 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; (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; (hq) Liens securing judgments for arising from (i) operating leases with respect to assets which are not owned by any Credit Party or any Subsidiary and the payment precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Credit Party or Subsidiary located on the premises of money such Credit Party or Subsidiary (but not constituting an Event in connection with, or as part of, the financing thereof) from time to time in the Ordinary Course of Default under Section 8.01(h)Business and the precautionary UCC financing statement filings in respect thereof; (ir) Liens of a collection bank arising under Section 4-210 of the UCC on any assets items in the course of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or collection; (s) Liens granted to secure Debt permitted under Section 10.1(m) in connection with such Person becoming a Subsidiary the financing of insurance premiums; (t) Liens existing on the Closing Date and listed on Schedule 10.2, including Liens securing Indebtedness Permitted Refinancing Debt permitted under Section 7.02(f10.1(l), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party;and (ju) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in obligations having an aggregate principal amount not to exceed, at any time, the greater of exceeding Five Million Dollars ($750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j5,000,000)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None The Parent will not, and will not permit any of Ultimate Parentits Subsidiaries to, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will 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 except any of the following:following (each a “Permitted Encumbrance”): (a) Liens created pursuant securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to any Loan Documentthe priority of payments set forth in Section 2.21 and Section 8.2; (b) Liens listed in Schedule 7.2 and existing on the Effective Restatement Date and set forth on Schedule 7.01 and any renewals replacement Liens (covering the same or extensions thereofa lesser scope of Collateral) in respect of replacement Indebtedness permitted under Section 7.1; (c) purchase money Liens upon or 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 Capital Lease Obligations); provided that (i) the property covered thereby is not changedsuch Lien secures Indebtedness permitted by Section 7.1(g), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the amount acquisition or the completion of Indebtedness secured the construction or benefited thereby is not increased (except as contemplated by Section 7.02(b))improvements thereof, (iii) the primary obligors and guarantors with respect thereto are such Lien does not changedextend to any other asset, and (iv) any renewal the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or extension of the obligations secured improving such fixed or benefited thereby is permitted by Section 7.02(b)capital assets; (cd) Liens for Taxes taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, 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 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; (e) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, and other Liens imposed by law in the ordinary course of business for amounts not more than sixty (60) days past due or which are being contested in good faith by appropriate proceedings and provided that, if delinquent for more than sixty (60) days, adequate reserves have been set aside with respect thereto in accordance with GAAP; (f) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations or letters of credit or guarantees issued in respect thereof; (fg) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums; (h) deposits or pledges to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, governmental contracts, leases, statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred nature, in each case in the ordinary course of business; (gi) judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP; (j) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of the Loan Parties maintains deposits in the ordinary course of business and Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection (or comparable foreign liens); (k) leases, subleases or licenses granted to others or to the Borrower or any of its Subsidiaries (in the ordinary course of business consistent with past practices) and associated negative pledges not interfering in any material respect with the ordinary conduct of the business or operations of any Loan Party; (l) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement; (m) easements, zoning restrictions, rights-of-way, restrictions and other similar encumbrances affecting real property which, imposed by Law or arising in the aggregate, are not substantial in amount, and which ordinary course of business that do not in any case materially detract from the value of the property subject thereto any Material Real Property or other material assets or materially interfere with the ordinary conduct of the business of the Parent and its Subsidiaries taken as a whole; and (n) Liens on the Real Property subject to any of the Real Estate Documents identified in any applicable PersonALTA mortgagee title insurance policy received and approved by the Administrative Agent (in form and substance reasonably satisfactory to the Administrative Agent) relating to such Real Property; (ho) Liens securing judgments for the in favor of customs and revenue authorities arising as a matter of law to secure payment of money not constituting an Event customs duties in connection with the importation of Default under Section 8.01(h)goods; (ip) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Parent and its Subsidiaries in the ordinary course of business; (q) Liens arising from precautionary Uniform Commercial Code financing statements; (r) Liens on any assets property or asset of the Borrower or any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under by Section 7.02(f7.1(o), and any renewals or extensions thereof; provided that (i) any such Lien was not created in the property covered thereby is not changed, contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the amount of Indebtedness secured date that such Person becomes a Subsidiary or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension the date of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor merger or guarantor with respect thereto unless (A) the date of such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition; (js) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries existing in an aggregate principal amount reliance on this clause shall not to exceed, at any time, exceed the greater of (x) $750,000,000 22,500,000 and 15(y) 10.0% of Consolidated EBITDA for the Net Worth most recently ended Test Period; (it being understood that any Lien t) Liens securing Indebtedness permitted under Section 7.1(e), to the extent contemplated by, and subject to the limitations set forth in such section; and (u) Liens on the Floorplan Collateral securing the Approved Floorplan Financing so long as such Liens are subject to the Floorplan Intercreditor Agreement and do not attach to any other clause in this Section 7.01 shall not Collateral (except as may be included in permitted by the computation described in this clause (j)Floorplan Intercreditor Agreement); (kv) bankers’ Liens in securing Indebtedness permitted under Section 7.1(s), so long as such Liens only encumber inventory manufactured by BRP Inc. or one of its Subsidiaries or Affiliates that is financed pursuant to the nature TCF Agreement and do not attach to any Collateral; (w) Liens arising out of rights sale and leaseback transactions (i) existing on the Restatement Date or (ii) permitted under the definition of set-off arising in the ordinary course of business“Asset Sale”; and (lx) Liens on extensions, renewals, or replacements of any assets Lien referred to in subsections (a) through (w) of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofthis Section; provided that (ix) the property covered principal amount of the Indebtedness secured thereby is not changed, increased (ii) the other than by any amount of Indebtedness secured any outstanding or benefited thereby is not increased, except by an amount equal to a capitalized interest and reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, incurred in connection with therewith) and that any refinancing, refundingsuch extension, renewal or extension of such Indebtednessreplacement is limited to the assets permitted to be encumbered thereby, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (Ay) such Subsidiary Lien remains outstanding under the clause above under which it was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partypreviously incurred.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Senior Credit Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 SCHEDULE 8.01 and any renewals or extensions thereof; provided , PROVIDED that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(bSECTION 8.03(c); (c) Liens for Taxes taxes, assessments, charges or other government levies not yet due or which 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 Person in accordance with GAAP; (d) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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, tenders, trade contracts contracts, liability to insurance carriers and leases (other than Indebtedness), statutory obligations, surety and appeal bonds (other than bonds related to judgments or litigation), performance bonds, performance bonds contractual or warranty obligations 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); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty, assets or revenuesexcept the following (collectively, whether now owned or hereafter acquired, other than the following:“Permitted Liens”): (a) Liens created in favor of Administrative Agent, LC Issuer, Swing Line Lender or any other Secured Party arising pursuant to hereto or under any other Loan Document; (b) Liens existing on securing fixed assets (including in connection with Permitted Purchase Money Debt) to secure a portion of the Effective Date and set forth on Schedule 7.01 and any renewals purchase price or extensions thereof; provided that financing thereof so long as such Liens are incurred not more than ten (10) days after the later of (i) the property covered thereby is not changed, acquisition of the fixed asset(s) which were the subject thereof and (ii) the amount incurrence of Indebtedness secured Permitted Purchase Money Debt in connection with the funding or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension financing of the obligations secured or benefited thereby is permitted by Section 7.02(bsuch fixed asset(s); (c) Liens for Taxes, assessments or other governmental charges not yet delinquent or being Properly Contested; (d) Liens (other than Liens for Taxes or imposed under ERISA) arising as a matter of law and in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested; (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; and (iii) such Liens do not secure Debt; (e) Liens consisting of deposits or pledges made in the Ordinary Course of Business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of tenders, bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or Adverse Proceedings unless permitted by Section 10.2(g)), performance bonds, or arising as a result of progress payments under government contracts, and other obligations of a like nature incurred in the Ordinary Course of Business; (f) Liens arising as a matter of law in the Ordinary Course of Business which are subject to Third Party Agreements; (g) Liens arising as a matter of law by virtue of a judgment or judicial order against any Credit Party or Subsidiary, or any Property of a Credit Party or Subsidiary, as long as (i) such Liens are in existence for less than twenty (20) consecutive days or being contested Properly Contested; (ii) such Liens are at all times subordinate to Administrative Agent’s Liens; and (iii) the execution or enforcement of such Liens is and continues to be effectively stayed and bonded on appeal; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, survey and other non-monetary title exceptions and other similar charges or encumbrances on Real Estate, which do not interfere with the ordinary course of business of the Credit Parties and their respective Subsidiaries; (i) normal and customary rights of setoff upon deposits in good faith favor of depository institutions, Liens of a collecting bank on Payment Items in the course of collection, and other similar Liens granted in the Ordinary Course of Business securing customary account fees and charges payable in respect of depositary accounts; (i) Liens on (A) acquired Property securing Debt permitted under Section 10.1(f) or (B) Property acquired pursuant to a Permitted Acquisition; provided that such Liens (x) are not incurred in connection with, or in anticipation of, a Person becoming a Subsidiary or the acquisition of the Property subject to such Lien; (y) are applicable only to the Property of such Subsidiary or Property acquired (and proceeds thereof) and (z) do not attach to any other Property of the Credit Parties or any of their Subsidiaries and (ii) Liens securing Debt permitted under Section 10.1(f)(ii); (i) So long as the Intercreditor Agreement is in effect, Liens in favor of the Term Loan Agent with respect to the Debt permitted under Section 10.1(b)(i) and (ii) Liens securing the Equipment Loan Agreement with respect to the Debt permitted under Section 10.1(b)(iii) so long as such Liens only encumber equipment purchased with the proceeds of the loans provided under the Equipment Loan Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure payment of customs duties in connection with the importation of Goods; (m) any interest or title of a lessor or sub-lessor under any lease of Real Estate made by appropriate proceedings diligently conductedany Credit Party or any of its Subsidiaries as lessee or sub-lessee, to the extent permitted hereunder, and any Liens on such lessor’s or sub-lessor’s estate thereunder or arising from the acts or omission of such lessor or sub-lessor and any Liens of such lessor (whether contractually granted in such lease in the ordinary course of business or sublease or similar agreement or statute); (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (o) leases in respect of real property on which facilities owned or leased by any Credit Party or any of its Subsidiaries are located, unless such leases are expressly prohibited by the terms of this Agreement or the other Loan Documents (p) mechanics’, workers’, materialmen’s, carriers’, warehousemen’s, landlords or other like Liens arising in the Ordinary Course of Business with respect to obligations which are (i) not due or (ii) Properly Contested; provided, that no Lien has been filed with respect thereto or, if any such Lien shall have been filed, a stay of enforcement of any such Lien shall be in effect; provided, further that adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, 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 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; (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; (hq) Liens securing judgments for arising from (i) operating leases with respect to assets which are not owned by any Credit Party or any Subsidiary and the payment precautionary UCC financing statement filings in respect thereof and (ii) equipment or other materials which are not owned by any Credit Party or Subsidiary located on the premises of money such Credit Party or Subsidiary (but not constituting an Event in connection with, or as part of, the financing thereof) from time to time in the Ordinary Course of Default under Section 8.01(h)Business and the precautionary UCC financing statement filings in respect thereof; (ir) Liens of a collection bank arising under Section 4-210 of the UCC on any assets items in the course of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or collection; (s) Liens granted to secure Debt permitted under Section 10.1(m) in connection with such Person becoming a Subsidiary the financing of insurance premiums; (t) Liens existing on the Closing Date and listed on Schedule 10.2, including Liens securing Indebtedness Permitted Refinancing Debt permitted under Section 7.02(f10.1(l), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party;and (ju) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in obligations having an aggregate principal amount not to exceed, at any time, the greater of exceeding Five Million Dollars ($750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j5,000,000)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Restatement Date and set forth listed on Schedule 7.01 to this Agreement and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedincreased, (ii) the amount of the Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changedincreased, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)under this Agreement; (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 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 GAAPPerson; (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 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; (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 not, taken as a whole, materially detract from the value of the property Mortgaged Properties 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 not constituting giving rise to an Event of Default under Section 8.01(h)Default; (i) Liens any Lien existing on any assets asset (other than stock of any Person a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such acquisition; provided that becomes a Subsidiary after (i) no such Lien shall be extended to cover property other than the Effective Date existing at the time asset being acquired, (ii) such Person becomes a Subsidiary and Lien was not created in contemplation of or in connection with such Person becoming a Subsidiary and acquisition, (iii) the Indebtedness thereby secured is permitted by Section 7.04(e) or 7.04(h); (j) Liens securing Capitalized Lease obligations; provided that the Indebtedness in respect of such Capitalized Lease is permitted under Section 7.02(f7.04(e), and ; (k) Purchase money Liens upon or in any renewals property acquired by Borrower or extensions thereofany of its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property; provided that (i) no such Lien shall be extended to cover property other than the property covered thereby is not changedbeing acquired, and (ii) the amount of Indebtedness thereby secured or benefited thereby is not increased, except permitted by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)7.04(e); (kl) bankers’ Liens reserved in or exercisable under any lease or sublease to which the nature Borrower or a Subsidiary is a lessee which secure the payment of rights rent or compliance with the terms of set-off arising such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (m) any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of businessits business and covering only the assets so leased; and (ln) Liens on any assets incurred in the ordinary course of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, business in connection with margin requirements under Lender Hedging Agreements not to exceed in the aggregate $5,000,000 at any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyoutstanding.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 8.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) consists only of the amount of Indebtedness secured property covered by the Liens being renewed or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors extended and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b8.03(b); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s 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 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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 ERISA; (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; (g) easements, rights-of-way, restrictions covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or 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) 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 (g) in effect on any date of determination, could not be reasonably expected to have a Material Adverse Effect; (i) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h)9.01 or securing appeal or other surety bonds related to such judgments; (ij) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f8.03(e), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it property being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in acquired on the computation described in this clause (j))date of acquisition; (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; andon Mortgage Accounts and Third Party Mortgage Accounts securing Indebtedness permitted under Section 8.03(g); (l) Liens on residual beneficial interests in any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, MSH Trust securing Indebtedness permitted under the Allergan Merger Agreement (as in effect on the Effective DateSection 8.03(g)(iii), to remain in place following consummation of the Allergan Acquisition, and any renewals 8.03(i) or extensions thereof; provided that 8.03(m); (im) the property covered thereby is not changed, (ii) Liens securing Indebtedness the amount of which Indebtedness secured or benefited thereby is shall not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, exceed in the aggregate at any time $10,000,000 and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension the book value of the property securing such Indebtedness, and (iii) no Subsidiary Indebtedness shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partynot exceed $12,500,000.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon (I) any of its propertyproperty or upon the Equity Interests of any Subsidiary, assets whether now owned or revenueshereafter acquired, securing any Indebtedness owing to PAA or any of its Affiliates, or (II) any of its Principal Property or upon the Equity Interests of any Subsidiary (other than Unrestricted Subsidiaries), whether now owned or hereafter acquired, other than the following: (a) Liens created (i) pursuant to any Loan DocumentDocument or securing any of the Obligations and (ii) if required in connection with the foregoing, on a pari-passu basis, any Swap Contracts with Lenders or their Affiliates; (b) Liens existing on pursuant to the Effective Date Pine Prairie Lease and set forth on Schedule 7.01 extensions, renewals and any renewals or extensions replacements thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes, assessments and 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) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business for amounts which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings proceedings, if necessary, diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person 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, legislation (other than any Lien imposed by ERISA), or to secure letters of credit issued with respect thereto; (f) deposits to secure the performance of bids, trade contracts and contracts, leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness (or to secure letters of credit issued in connection therewith); (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property or minor imperfections in title thereto which, in the aggregate, are not substantial material in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) inchoate Liens in respect of pending litigation, or Liens securing judgments for the payment of money (or securing letters of credit, appeal or other surety bonds related to such judgments) not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets arising solely by virtue of any Person 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 becomes (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any Subsidiary after in excess of those set forth by regulations promulgated by the Effective Date Board of Governors of the Federal Reserve System or pursuant to the Security Documents, and (ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; (j) Liens arising out of all presently existing at the time such Person becomes a Subsidiary and not created future division and transfer orders, advance payment agreements, processing contracts, gas processing plant agreements, operating agreements, gas balancing or deferred production agreements, pooling, unitization or communitization agreements, pipeline, gathering or transportation agreements, platform agreements, drilling contracts, injection or repressuring agreements, cycling agreements, construction agreements, salt water or other disposal agreements, leases or rental agreements, farm-out and farm-in contemplation of agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful in connection with such Person becoming a Subsidiary or pertaining to the exploration, development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any oil and gas property of any Loan Party; (k) Liens in respect of operating leases; (l) Liens securing Indebtedness permitted under Section 7.02(f)Acquired Indebtedness, and any renewals or extensions thereof; provided that (i) each such Lien (A) existed at the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property covered thereby is not changedor asset, (ii) no such Lien shall extend to or cover any property or asset other than the amount of Indebtedness secured property or benefited thereby is not increased, except by an amount equal to a reasonable premium asset so acquired (or other reasonable amount paidconstructed), and fees and expenses reasonably incurredany extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in connection with any refinancingwhole or part, refunding, renewal or extension of such Indebtednessthe foregoing, and (iii) no Subsidiary such Lien shall be a primary obligor not secure any additional Indebtedness and obligations; (m) rights reserved to or guarantor with vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of Law, to revoke or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; (n) rights reserved to or vested by Law in any Governmental Authority to in any manner, control or regulate in any manner any of the properties of any Restricted Person or the use thereof or the rights and interests of any Restricted Person therein, in any manner under any and all Laws; (o) rights reserved to the grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto unless (A) such Subsidiary was (or thereto, pursuant to the terms thereof would have been required to become) a primary obligor terms, conditions and provisions of any rights-of-way agreements, contracts or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party;other agreements therewith; and (jp) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries otherwise not permitted herein which secure obligations in an aggregate principal amount not to exceed, exceed at any time, the greater of $750,000,000 and 15time outstanding 10% of the Borrower’s Consolidated Tangible Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyWorth.

Liens. None of Ultimate ParentCreate, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume incur or suffer to exist any Lien upon on any of its the assets, rights, revenues or property, assets real, personal or revenuesmixed, tangible or intangible, whether now owned or hereafter acquired, of Borrower or any Subsidiary, other than the following:following (collectively, the “Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes not yet due delinquent or which are for taxes being contested in good faith and by appropriate proceedings diligently conducted, if and as to which adequate financial reserves with respect thereto are maintained have been established on the its books of the applicable Person in accordance with GAAPand records; (dii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or Liens (other like Liens arising than any Lien imposed by ERISA) created and maintained in the ordinary course of business which are not overdue for material in the aggregate, and which would not constitute or result in a period of more than 60 days or Material Adverse Event, and 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; constitute (eA) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (iii) Liens affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property; provided, however, that all of the foregoing, in the aggregate, do not at any time materially detract from the value of said properties or materially impair their use in the operation of the businesses of the Borrower or any Subsidiary; (iv) each Lien described in Schedule 7.02(e) may be suffered to exist upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be permitted except for a refinancing in the ordinary course of business for an amount not in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAexcess of the original amount subject to such Lien; (fv) deposits Liens arising out of judgments or awards against the Borrower or any Subsidiary with respect to secure which the performance Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and with respect to which it shall have obtained a stay of bidsexecution pending such appeal or proceeding for review; provided, trade contracts however, that the aggregate amount of judgments or awards, that are not insured by a financially sound and leases (other than Indebtedness)reputable insurer that has admitted liability without a reservation of rights, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businesssecured by such Liens shall not exceed $500,000 at any time outstanding; (gvi) easementsLiens on or upon any property existing at the time of acquisition thereof by any Borrower or any Subsidiary; provided, rights-of-wayhowever, restrictions and that no such Lien shall (A) extend to or cover any other similar encumbrances affecting real property which, in the aggregate, are not substantial in amountproperty, and which do not (B) have been created in any case materially detract from contemplation or as a result of such acquisition by the value of the property subject thereto Borrower or materially interfere with the ordinary conduct of the business of the applicable Personsuch Subsidiary; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (ivii) Liens on or upon any assets property of any a Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a shall be merged into or acquired by the Borrower or any Subsidiary and not pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or cover any other property of any Borrower or such Subsidiary, (B) have been created in contemplation or as a result of such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of $1,500,000; (viii) purchase money Liens upon or in property of the Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of the Borrower or a Subsidiary; (ix) Liens granted solely in connection with such Person becoming the execution and delivery of a Subsidiary Hedge Agreement between the Borrower and securing Indebtedness permitted under Section 7.02(f), and any renewals a Lender or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount an Affiliate of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessLender; and (lx) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, created under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythis Agreement.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon upon, any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and (other than any individual Lien that secures obligations of less than $2,000,000) set forth on Schedule 7.01 and any renewals renewals, extensions, modifications, restatements or extensions replacements thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), with respect to any Permitted Refinancing Increase and (iii) the primary obligors and guarantors with respect thereto are not changedany renewal, and (iv) any renewal extension, modification, restatement or extension replacement of the obligations secured or benefited thereby is permitted by Section 7.02(b)7.03; (c) Liens for Taxes taxes not yet due and payable 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) landlord’s, carriers’, warehousemen’s, mechanics’, 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 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 GAAPproceedings; (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 ERISAlegislation and employee health and disability benefit legislations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (f) deposits (i) Liens (including deposits) to secure the performance of bids, trade contracts and leases (other than Indebtedness), reclamation bonds, insurance bonds, statutory obligations, surety and appeal bonds, performance bonds bonds, bank guarantees and letters of credit and other obligations of a like nature incurred in the ordinary course of business, (ii) Liens on assets to secure obligations under surety bonds obtained as required in connection with the entering into of federal coal leases or (iii) Liens created under or by any turnover trust; provided that no UCC financing statement has been filed by surety and no other action has been taken to perfect any such Liens of any surety; (g) easements, rights-of-way, restrictions zoning restrictions, other restrictions, covenants and other similar non-monetary 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 attachments or judgments for the payment of money not constituting an Event of Default under Section 8.01(h)) or securing appeal or surety bonds related to such attachments or judgments; (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness of the Company and its Restricted Subsidiaries permitted under by Section 7.02(f7.03(l), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is financed by such Indebtedness, any other property which may be incorporated with or into that financed property or any after-acquired title in or on such property and proceeds of the existing collateral in accordance with the instrument creating such Lien, including replacement parts, accessories or enhancements that are affixed to any leased goods and other property financed by the same Person (i.e., cross-collateralization of such property) and (ii) 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 (it being understood that Liens of the type described in this subsection (i) incurred by a Restricted Subsidiary before such time as it became a Restricted Subsidiary are permitted under this subsection (i)); (j) Liens on property or assets acquired in a transaction permitted by Section 7.02 or of a Person which becomes a Restricted Subsidiary after the date hereof; provided that (i) such Liens existed at the time such property or assets were acquired or such entity became a Subsidiary and were not changedcreated in anticipation thereof, (ii) such Liens do not extend to any other property or assets of such Person (other than the proceeds of the property or assets initially subject to such Lien) or of the Company or any Restricted Subsidiary and (iii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens on the property of the Company or any of its Subsidiaries, as a tenant under a lease or sublease entered into in the nature ordinary course of rights business by such Person, in favor of set-off the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord; (l) Liens (including those arising from precautionary UCC financing statement filings and those which are security interests for purposes of the Personal Property Securities Act of 2009 (Cth)) with respect to bailments, operating leases or consignment or retention of title arrangements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; and; (lm) Liens on securing Indebtedness permitted under Section 7.03(c), to the extent that the Indebtedness being refinanced was originally secured in accordance with this Section 7.01, provided that such Lien does not apply to any additional property or assets of the Allergan Acquired Business Company or its Subsidiaries existing at any Restricted Subsidiary (other than property or assets within the time of consummation scope of the Allergan Acquisition that are permitted, under original granting clause or the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation proceeds of the Allergan Acquisition, and any renewals property or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal assets subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.Lien);

Liens. None of Ultimate ParentEach Credit Party shall not, Intermediate Parentand shall not permit any Subsidiary to, the Borrower, the other Loan Parties directly or any other Subsidiary will 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 created pursuant to any Loan Document; (b) Liens pursuant to or required by the Senior Secured Indenture and the Intercreditor Agreement; (c) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(c); (c) Liens for 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) carriers’Liens for taxes, warehousemen’s, mechanics’, materialmen’s, repairmen’s assessments or other like Liens arising in the ordinary course of business which are governmental charges or levies not overdue for a period of more than 60 days yet delinquent or thereafter payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) carriers’, warehousemen’s, mechanics’, suppliers’ materialmen’s, landlords’, repairmen’s, Liens for labor done and materials and services supplied and furnished or other like Liens (i) which are not filed or recorded for a period of more than 60 days, (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, or (iii) which have been bonded or which the Title Company has agreed to insure over, in either case in a manner satisfactory to the Administrative Agent; (f) pledges or deposits made or Liens 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; (fg) 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; (gh) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) Liens securing writs of attachment or similar instruments or 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; and (ij) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(e), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it property being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect acquired on the Effective Date), to remain in place following consummation date of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition.

Liens. None of Ultimate ParentThe Borrower will not, Intermediate Parentand will not permit any Subsidiary to, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume or suffer to exist any Lien upon in or on the Property of the Borrower or any of its property, assets or revenuesSubsidiaries, whether now owned or hereafter acquired, other than the followingexcept: (a) the existing Liens created pursuant listed in Schedule 7.12 hereto and other Liens existing on the Closing Date securing an obligation in an amount, in the case of each such obligation, of less than $5,000,000 (and extension, renewal and replacement Liens upon the same Property previously subject to any Loan Documentsuch an existing Lien, provided the amount secured by each Lien constituting such an extension, renewal or replacement Lien shall not exceed the amount secured by the Lien previously existing); (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals arising from taxes, assessments, or extensions thereof; provided claims described in Section 7.14 hereof that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal yet due or extension of that remain payable without penalty or to the obligations secured or benefited thereby is extent permitted by to remain unpaid under the proviso to such Section 7.02(b)7.14; (c) Liens for Taxes not yet due deposits or which are being contested in good faith and by appropriate proceedings diligently conductedpledges to secure worker’s compensation, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’unemployment insurance, warehousemen’s, mechanics’, materialmen’s, repairmen’s old age benefits or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days social security obligations, 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; (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 or to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or leases, or to secure statutory obligations, or stay, surety and or appeal bonds, performance bonds and or other obligations pledges or deposits of a like nature incurred and all in the ordinary course of business; (d) Liens on Property securing all or part of the purchase price thereof (including without limitation Liens in respect of leases of personal or real Property) and Liens (whether or not assumed) existing in Property at the time of purchase thereof by the Borrower or a Subsidiary, as the case may be (and extension, renewal and replacement Liens upon the same property previously subject to a Lien described in this clause (d), provided the amount secured by each Lien constituting such extension, renewal or replacement shall not exceed the amount secured by the Lien previously existing), provided that each such Lien is confined solely to the Property so purchased, improvements thereto and proceeds thereof; (e) Liens resulting from progress payments or partial payments under United States Government contracts or subcontracts thereunder; (f) Liens arising from legal proceedings, so long as such proceedings are being contested in good faith by appropriate proceedings diligently conducted and execution is stayed on all judgments resulting from any such proceedings; (g) zoning restrictions, easements, rights-of-wayminor restrictions on the use of real property, restrictions minor irregularities in title thereto and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which minor Liens that do not in any case the aggregate materially detract from the value of the property subject thereto a Property to, or materially interfere with the ordinary conduct of impair its use in the business of of, the applicable Person;Borrower or such Subsidiary; and (h) other Liens securing judgments for Indebtedness in an aggregate amount at any time outstanding, as to all Indebtedness secured by Liens under this clause (h), not exceeding, when aggregated with the payment aggregate outstanding amount of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing all Indebtedness permitted under by Section 7.02(f)7.15(ii) at such time, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 1512.5% of the Consolidated Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyTangible Assets.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 8.01-1 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b8.03(b); (c) Liens (other than Liens imposed under ERISA) for Taxes 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’s, mechanics’, materialmen’s, repairmen’s materialmen and 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 60 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 with respect thereto are maintained on the books of the applicable Person determined in accordance with GAAPGAAP 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 contracts, licenses 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 in excess of Default under Section 8.01(hthe Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than sixty consecutive days during which execution is not effectively stayed; (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f8.03(c), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any Property other than the property covered thereby is not changedProperty financed by such Indebtedness, (ii) the amount of Indebtedness secured or benefited thereby is does not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension exceed the purchase price of such Indebtedness, the Property being acquired and (iii) no Subsidiary shall be a primary obligor such Liens attach to such Property concurrently with or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to within ninety days after the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition thereof; (j) other Liens securing other purchase money Indebtedness (including obligations in respect of capital leases or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount Synthetic Leases) permitted under Section 8.03(b); provided that such Liens do not to exceed, at any time, time encumber any Property other than the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))Property financed by such Indebtedness; (k) bankers’ leases, licenses or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (l) 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; (m) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (n) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (o) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent in foreign jurisdictions) on items in the nature course of rights collection; (p) Liens of set-off sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (q) Liens on Securitization Related Property created or deemed to exist in connection with the Permitted Securitization Transaction, but only to the extent that such Liens are subject to the Intercreditor Agreement; and (lr) mortgage Liens on the real Property of any assets of Person acquired after the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permittedClosing Date, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, such Liens secure Indebtedness permitted by Section 8.03(h); (ii) the amount of Indebtedness secured or benefited thereby is such Liens existed prior to such acquisition and were not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, created in connection with any refinancing, refunding, renewal or extension of such Indebtednessanticipation thereof, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant Liens are not extended to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at any other Property after such time or (B) such Subsidiary is a Loan Partyacquisition.

Liens. None of Ultimate ParentThe Credit Parties will not permit any Consolidated Party to contract, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume or suffer permit to exist any Lien upon with respect to any of its property, assets or revenuesProperty, whether now owned or hereafter after acquired, other than the followingexcept for: (a) Liens created pursuant in favor of the Agent to any Loan Documentsecure the Credit Party Obligations; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) Liens, about which any Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount less than $200,000 (other than Liens created or imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or, if due, are for taxes, assessments or governmental charges or levies that are more than five (5) days from the property covered thereby is not changed, date on which such items may be deemed delinquent or on which penalties for non-payment may be assessed or (ii) Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the amount of Indebtedness secured or benefited thereby Property subject to any such Lien is not increased (except as contemplated by Section 7.02(b))yet subject to foreclosure, (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal sale or extension of the obligations secured or benefited thereby is permitted by Section 7.02(bloss on account thereof); (c) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, in each case which any Credit Party has had knowledge for Taxes less than thirty (30) days, in an aggregate amount less than $200,000, provided that such Liens secure only amounts not yet due and payable or, if due and payable, 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 with respect thereto are maintained on the books of the applicable Person determined in accordance with GAAPGAAP have been established (and as to which the Property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens (other than Liens created or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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; (eimposed under ERISA) pledges incurred or deposits made by any Consolidated Party 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 bondsbids, 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); (ge) Liens in connection with attachments or judgments (including judgment or appeal bonds) provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay; (f) easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances affecting real property whichnot, in any material respect, impairing the aggregate, are not substantial in amount, and which do not in any case materially detract from the value use of the property subject thereto encumbered Property for its intended purposes; (g) Liens on Property of any Person securing purchase money Indebtedness (including Capital Leases and Synthetic Leases) of such Person permitted under Section 8.1(c), provided that any such Lien attaches to such Property concurrently with or materially interfere with within 90 days after the ordinary conduct of the business of the applicable Personacquisition thereof; (h) Liens securing judgments for leases or subleases granted to others not interfering in any material respect with the payment business of money not constituting an Event of Default under Section 8.01(h)any Consolidated Party; (i) Liens on any assets interest of any Person that becomes title of a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)lessor under, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was Liens arising from UCC financing statements (or pursuant to the terms thereof would have been required to becomeequivalent filings, registrations or agreements in foreign jurisdictions) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyrelating to, leases permitted by this Credit Agreement; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries deemed to exist in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien connection with Investments in repurchase agreements permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))8.6; (k) bankers’ normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (l) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the nature course of rights collection; (m) Liens of set-off 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; (n) Liens existing as of the Closing Date as set forth or as contemplated on Schedule 8.2; provided that no such Lien shall at any time be extended to or cover any Property other than the Property subject thereto on the Closing Date (other than in connection with the collateral substitution provisions contained in the 2001-A Term Securitization Documents); (o) Liens on property owned by USRP (▇▇▇), LLC, USRP (Hawaii), LLC and/or Fuel Supply, Inc. created in connection with the Hawaii Loan Documents; and (lp) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as securing Indebtedness described in effect on the Effective DateSection 8.1(h)(ii), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following permitted liens (“Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes 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) landlords’, carriers’, warehousemen’s, mechanics’, 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 60 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 Person in accordance with GAAPproceedings; (ec) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ge) easements, rights-of-way, restrictions and other similar encumbrances affecting real property whichincurred in the ordinary course of business that, in the aggregate, are not substantial in amount, amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable PersonBorrower or any of its Subsidiaries; (f) Liens in existence on the date hereof listed on Schedule 7.3(f), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien is spread to cover any additional property after the Original Closing Date and that the amount of Indebtedness secured thereby is not increased; (g) Liens created pursuant to the Security Documents and Liens permitted by the Security Documents (including without limitation Section 2.01 of the Asset Security Agreement); (h) Liens securing judgments for any interest or title of a lessor or a lessee under any lease entered into by the payment Borrower or any other Subsidiary in the ordinary course of money not constituting an Event of Default under Section 8.01(h)its business and covering only the assets so leased; (i) Liens on any assets of creditors of any Person that becomes person to whom the Borrower’s or a Subsidiary after Subsidiary’s assets are consigned for sale in the Effective Date existing at ordinary course of the time Borrower’s or such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySubsidiary’s business; (j) other Liens securing other Indebtedness or other liabilities in favor of Ultimate Parent customs and its Subsidiaries revenue authorities arising as a matter of law to secure payment of custom duties in an aggregate principal amount not to exceedconnection with the importation of goods, at any time, provided that such custom duties are paid when due and adequate reserves with respect thereto are maintained on the greater of $750,000,000 and 15% books of the Net Worth (it being understood that any Lien permitted under any other clause Borrower or its Subsidiaries, as the case may be, in this Section 7.01 shall not be included in the computation described in this clause (j))conformity with GAAP; (k) bankers’ Liens in favor of collecting or payor banks and other banks providing cash management services, in each case having a right of setoff, revocation, refund or chargeback against money or instruments of the nature Borrower or any Subsidiary on deposit or in possession of rights such bank arising for the payment of set-off arising bank fees and other similar amounts owed in the ordinary course of business; (l) Judgment and attachment Liens not giving rise to an Event of Default; (m) Other Liens on assets (other than assets forming part of the Borrowing Base) acquired after the Original Closing Date securing or relating to Indebtedness and other liabilities and obligations not otherwise prohibited by this Agreement or the Security Documents in an aggregate amount not to exceed $4,000,000 at any time outstanding; and (ln) Liens on Any renewal or substitution of any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement Lien described in clause (as in effect on the Effective Datef), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby or (m) provided that such Lien is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal extended to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyadditional assets.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Closing Date and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changedchanged other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.03(b), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b); (c) Liens for Taxes that are (i) not yet due or which are (ii) being contested in good faith and by appropriate proceedings diligently conducted, if conducted and for which adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (i) which are not overdue for a period of more than 60 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 GAAPPerson; (e) 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 any Lien imposed by ERISA; (f) deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgments or litigation), leases, performance bonds, performance bonds government contracts 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 on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) 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) licenses (including licenses of intellectual property), sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the business of the Borrower or any Restricted Subsidiary in any material respect; (k) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods; (l) any renewals interest of title of a lessor under, and Liens arising from UCC financing statements (or extensions thereofequivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (m) normal and customary rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions; (n) Liens securing Acquired Indebtedness, 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 existed prior to the applicable Permitted Acquisition and were not incurred in connection with, or in anticipation or contemplation of, the applicable Permitted Acquisition; (o) Liens on property of Restricted Subsidiaries that are Non-U.S. Subsidiaries securing Indebtedness of such Restricted Subsidiary under Section 7.03(v); (p) modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) or (n) of this Section 7.01; 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 thereby is not changedby such Lien and (B) proceeds and products thereof, and (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refundingmodification replacement, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% refinancing of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness obligations secured or benefited thereby by such Liens is not increased, except permitted by an amount equal Section 7.03 (to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with the extent constituting Indebtedness) (q) Liens pursuant to any refinancing, refunding, renewal or extension of such Indebtedness, Loan Document securing (x) Secured Cash Management Agreements and (iiiy) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.Secured Swap Contracts;

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 Liens (herein referred to as “Permitted Liens”): (a) Liens created (i) securing Indebtedness in respect of the Senior Secured Notes, to the extent permitted pursuant to Section 7.02(c)(i); provided that such Liens shall be subject to the provisions of the Intercreditor Agreement; and (ii) pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes governmental 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) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction contractors’ or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 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 GAAPPerson; (ed) Liens (including pledges or deposits in the ordinary course of business deposits) in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or letters of credit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business, other than any Lien imposed by ERISA; (fe) deposits Liens (including pledges or deposits) to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety surety, stay and appeal bonds, performance bonds bonds, governmental contracts and other obligations of a like nature or letters of credit or guarantees issued in respect thereof, in each case incurred in the ordinary course of business; (gf) (i) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, licenses, covenants 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) other Liens or matters approved by the Administrative Agent in any policy of title insurance issued in connection with the Mortgages; (hg) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (ih) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), ; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition; (i) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedchanged in any material respect, (ii) the amount of Indebtedness secured or benefited thereby is not increased, increased except as contemplated by an amount equal to a reasonable premium or other reasonable amount paid, Section 7.02(d) and fees and expenses reasonably incurred, in connection with (iii) any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor the obligations secured or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary benefited thereby is a Loan Partypermitted by Section 7.02(d); (j) other Liens securing other Indebtedness licenses, leases or other liabilities subleases entered into in the ordinary course of Ultimate Parent and its Subsidiaries business granted to others not interfering in an aggregate principal amount not to exceed, at any time, material respect with the greater of $750,000,000 and 15% business of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))applicable Person; (k) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (l) Liens on property or assets acquired pursuant to an acquisition permitted hereunder (and the proceeds thereof) or assets of any Subsidiary of the Borrower in existence at the time such Subsidiary is acquired pursuant to an acquisition permitted hereunder and not created in contemplation thereof; (m) bankers’ liens, rights to setoff and credit balances with respect to deposit accounts and other Cash Equivalents and Liens in the nature of rights of set-off arising encumbering 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; (ln) Liens on any assets insurance policies and the proceeds thereof securing the financing of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement insurance premiums in respect thereto; (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (io) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection Liens incurred with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or Guarantee Obligations permitted pursuant to Section 7.02(e); (p) Liens arising out of consignment or similar arrangements for the terms thereof would have been required sale of goods through third parties in the ordinary course of business; (q) other Liens securing obligations outstanding not to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyexceed $750,000 in the aggregate.

Liens. None of Ultimate Parent, Intermediate ParentHoldings, the Borrower, Borrower nor any of the other Loan Parties or any other Subsidiary will Restricted Subsidiaries 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 the following: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Closing Date and set forth on Schedule 7.01 or, if not set forth on Schedule 7.01, relating to property having a fair market value, individually of not greater than $1,000,000 and any renewals or extensions thereofin an aggregate principal amount for all such Liens of not greater than $5,000,000; provided that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions, renewals and refinancings of such obligations permitted by Section 7.03) and shall not subsequently apply to any other property or assets of the Borrower or any Restricted Subsidiary other than (i) after acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03, and (ii) the amount of Indebtedness secured or benefited thereby is not increased proceeds and products thereof; (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (ivb) any renewal Lien created under the Loan Documents or extension permitted in respect of any Material Real Property by the terms of the obligations secured or benefited thereby is permitted by Section 7.02(b)applicable Mortgage; (c) Liens for Taxes Taxes, assessments or other governmental charges or levies not yet due delinquent for a period of more than thirty (30) days or which that are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.04; (d) Liens imposed by law (including, without limitation, Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, construction or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period of by more than 60 sixty (60) days or which that are being contested in good faith and by appropriate proceedings diligently conductedand in respect of which, if adequate applicable, Holdings, the Borrower or any Restricted Subsidiary shall have set aside on its books reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPGAAP or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (e) pledges or (i) pledges, the grant of any other security interest and the deposits made in the ordinary course of business in connection compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security legislationlaws or regulations under U.S. or foreign law and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, other than casualty or liability insurance to Holdings, the Borrower or any Lien imposed by ERISARestricted Subsidiary; (f) deposits Liens to secure the performance of bids, trade contracts and (other than for Indebtedness for borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety surety, stay, customs and appeal bonds, performance bonds and return of money bonds, warranty bonds, bids, leases, government contracts, trade contracts, completion or performance guarantees and other obligations of a like nature (including (i) those incurred to secure health, safety and environmental obligations, (ii) those required by any Governmental Authority and (iii) letters of credit or bank guarantees issued in lieu of any such bonds or guarantees to support the issuance thereof) incurred in the ordinary course of business; (g) Restrictions (including zoning restrictions), covenants, easements, encroachments, declarations, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions and on use of real property, minor title defects, other similar encumbrances affecting real and Liens on Material Real Property disclosed by the title insurance policies (and any replacement, extension or renewal of any such Lien; provided that such replacement, extension or renewal Lien shall not cover any property whichother than the property (and any accessions thereto) that was subject to such Lien prior to such replacement, extension or renewal; provided further that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement); that do not render title unmarketable and that, in the aggregate, are not substantial in amount, and which do not interfere in any case materially detract from the value of the property subject thereto or materially interfere material respect with the ordinary conduct of the business of Holdings, the applicable PersonBorrower or any Restricted Subsidiary or would result in a Material Adverse Effect; (h) purchase money security interests in equipment or other property or improvements thereto (or, in the case of improvements, constructed) by Holdings, the Borrower or any Restricted Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements) or in respect of Sale and Lease-Back Transactions permitted under Section 7.05(p), Capital Lease Obligations or mortgaged financings; provided that (i) such security interests secure Indebtedness permitted by Section 7.03(h) (including any Permitted Refinancing in respect thereof), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such acquisition (or construction), including transaction costs incurred by Holdings, the Borrower or any Restricted Subsidiary in connection with such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of Holdings, the Borrower or any Restricted Subsidiary (other than to accessions to such equipment or other property or improvements); provided further that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender; (i) Liens (i) securing judgments for the payment of money that do not constituting constitute an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) arising out of judgments or awards against Holdings, the amount Borrower or any of Indebtedness secured or benefited thereby is not increased, except by its Restricted Subsidiaries with respect to which an amount equal to a reasonable premium appeal or other reasonable amount paid, proceeding for review is then being pursued and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension to the extent not constituting an Event of such Indebtedness, Default and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant notices of lis pendens and associated rights related to the terms thereof would litigation being contested in good faith by appropriate proceedings for which adequate reserves have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partymade; (j) other Liens securing other Indebtedness with respect to property or other liabilities assets of Ultimate Parent and its Subsidiaries in Holdings, the Borrower or any Restricted Subsidiary with an aggregate principal amount fair market value (valued at the time of creation thereof) of not to exceed, at any time, more than the greater of $750,000,000 15,000,000 and 152.5% of Consolidated Total Assets (determined at the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in time of the computation described in this clause (jcreation of such Liens)); (k) bankers’ any interest or title of, or Liens created by, a lessor, sublessor, or licensor under any leases, subleases or licenses in respect of real property entered into by Holdings, the nature of rights of set-off arising Borrower or any Restricted Subsidiary, as tenant or licensee, in the ordinary course of business; and; (l) Liens that are contractual rights of set-off or netting (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness for borrowed money, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business; (m) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights or (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; (n) Liens securing obligations in respect of bankers acceptances, trade-related letters of credit and bank guarantees permitted under Section 7.03(f) facilitating the purchase, shipment or storage of goods and covering the goods (or the documents of title in respect of such goods) financed by such bankers’ acceptances, letters of credit or bank guarantees and the proceeds and products thereof; (o) licenses of intellectual property granted in the ordinary course of business; (p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (q) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (r) Liens arising from (i) any Uniform Commercial Code financing statement or filing filed against Holdings, the Borrower or any Restricted Subsidiary not authorized by Holdings, the Borrower or such Restricted Subsidiary (provided that Holdings, the Borrower or such Restricted Subsidiary will promptly upon obtaining knowledge thereof use commercially reasonable efforts to have such financing statement terminated or corrected to the extent permitted by the Uniform Commercial Code) and precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings, the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (s) Liens securing insurance premium financing arrangements, provided that such Liens are limited to the applicable insurance contracts; (t) Liens on the Collateral securing obligations in respect of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that (x) any such Liens securing any Permitted Refinancing in respect of Permitted First Priority Refinancing Debt are subject to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Refinancing in respect of Permitted Second Priority Refinancing Debt are subject to the Junior Lien Intercreditor Agreement; (u) Liens to secure other Indebtedness permitted pursuant to Section 7.03(m) on a junior basis; provided that the Borrower is in compliance with if such Indebtedness is subordinated in writing to the Obligations or is secured by a Lien on the Collateral that is junior to the Liens in the Collateral securing the Obligations, a Total Leverage Ratio of no greater than 4.50:1.00 on a Pro Forma Basis immediately after giving effect to the incurrence of such Indebtedness and recomputed as of the last day of the most recently ended fiscal quarter of Holdings for which financial statements required by Section 6.01 are available; provided further that to the extent such Liens are on Collateral the representative of the holders of such Indebtedness becomes party to the Junior Lien Intercreditor Agreement; (v) Liens in favor of Borrower or any Restricted Subsidiary securing Indebtedness permitted under Section 7.03(e); (w) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.02; and (x) Liens on Equity Interests of Joint Ventures securing obligations of such Joint Venture; and (y) Any Lien on any property or asset of any Restricted Subsidiary securing Indebtedness assumed pursuant to Section 7.03(k)(i) or a Permitted Refinancing thereof; provided that such Liens are not incurred in connection with or in anticipation of such Permitted Business Acquisition or other permitted Investment and do not attach to any other assets of the Allergan Acquired Business Borrower or any of its Restricted Subsidiaries existing other than the property and assets subject to such Liens at the time of consummation such Permitted Business Acquisition or permitted Investment and the proceeds and products thereof and accessions thereto; Notwithstanding the foregoing, no Liens shall be permitted to exist, directly or indirectly, on any Collateral consisting of certificated Equity Interests, other than Liens in favor of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective DateCollateral Agent and Liens permitted by Section 7.01(c), to remain in place following consummation of the Allergan Acquisition(d), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed), (ii) the amount of Indebtedness secured or benefited thereby is not increasedt), except by an amount equal to a reasonable premium or other reasonable amount paid(u), and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyx).

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist exist, directly or indirectly, any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than except the following:following (collectively, the "Permitted Liens"): (a) Liens created pursuant to any Loan Documentfor Taxes, assessments, utilities or governmental charges not yet due and payable or that are the subject of a good faith contest; (b) statutory Liens existing on the Effective Date of landlords, banks (and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount rights of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)set-off), (iii) the primary obligors carriers, warehousemen, mechanics, repairmen, workmen and guarantors with respect thereto are not changedmaterialmen, and other Liens imposed by law (ivother than any such Lien imposed pursuant to Section 430(k) any renewal or extension of the obligations secured Internal Revenue Code or benefited thereby is permitted by ERISA or a violation of Section 7.02(b436 of the Internal Revenue Code), in each case incurred in the ordinary course of business; (c) Liens for 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) carriers’, warehousemen’s, mechanics’, 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 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; (e) pledges or deposits incurred 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, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or capital leases); (d) Liens on property of a like nature Person existing at the time such Person is merged into or consolidated with or otherwise acquired by the Borrower, provided that such Liens were not in existence prior to, and were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date that such Person is merged into or consolidated with or otherwise acquired by the Borrower, except for products and proceeds of the foregoing; (e) Liens on property existing at the time of acquisition thereof by the Borrower; provided that such Liens were in existence prior to, and were not created in contemplation of, such acquisition and do not extend to any assets other than property acquired and the replacement, renewal or extension thereof; provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date of acquisition thereof, except for products and proceeds of the foregoing; (f) easements, reciprocal easement agreements, rights-of-way, restrictions, encroachments, outstanding mineral and royalty interests, minor defects or irregularities in title, and other similar encumbrances in each case which do not interfere in any material respect with the ordinary conduct of the business of the Borrower; (g) any interest or title of a lessor or sublessor under any lease not prohibited hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of property entered into in the ordinary course of business; (i) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (j) licenses of patents, copyrights, trademarks and other intellectual property rights granted by the Borrower in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of the Borrower; (k) Liens described in Schedule 5.02 and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with Refinancing Indebtedness pursuant to Section 5.01(a) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule 5.02)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the date hereof, except for products and proceeds of the foregoing; (l) Liens securing Indebtedness permitted pursuant to Section 5.01(d); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; provided, that individual financings otherwise permitted to be secured hereunder may be cross collateralized to other such financings; (m) Liens securing Indebtedness permitted to be incurred under the proviso to Section 5.01; provided that such secured Indebtedness does not exceed, in the aggregate, the greater of (i) 7.5% of the Borrower's consolidated total assets plus accumulated depreciation and amortization and (ii) $500,000,000; (n) Liens on Equity Interests of any Subsidiary or joint venture securing obligations arising in favor of other holders of Equity Interests of such Person pursuant to agreements governing such Person; (o) Liens securing judgments that do not constitute an Event of Default under Section 6.01(i); (p) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, (iii) relating to purchase orders and other agreements entered into with customers in the ordinary course of business and (iv) attaching to brokerage accounts incurred in the ordinary course of business; (gq) easementsLiens in respect of leases, rights-of-waysubleases, restrictions and licenses, sublicenses or other similar encumbrances affecting real occupancy agreements of property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value ordinary course of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Personbusiness; (hr) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) Liens securing judgments Derivative Transactions, provided that such Derivative Transactions are not entered into for speculative purposes; (t) deposits made in the payment ordinary course of money not constituting an Event business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of Default under Section 8.01(h)the premiums with respect thereto; (i) Liens on any assets advances of Cash or Cash Equivalents in favor of the seller of any Person that becomes a Subsidiary after property to be acquired to be applied against the Effective Date existing at the time purchase price for such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedtransaction, (ii) Liens consisting of an agreement in respect of any sale of assets; provided that such Liens attach solely to the amount property subject to such sale of Indebtedness secured assets and (iii) e▇▇▇▇▇▇ money deposits of Cash or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, Cash Equivalents in connection with any refinancing, refunding, renewal letter of intent or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partypurchase agreement; (jv) Liens deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; and (w) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, exceed $25,000,000 at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyoutstanding.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties (a) The Company will not directly or any other Subsidiary will 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 of its property, assets or revenuesthe Collateral, 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: (ai) Liens created pursuant to any Loan Document;arising under the Note Documentation; or (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP. (b) The Company will not permit ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (i) Liens existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted pursuant to Section 9.3; (ii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (diii) carriers’, warehousemen’s, mechanics’, 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 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required 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 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; (giv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title and other similar encumbrances including the reservations, limitations, provisos and conditions, 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 of ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of the applicable Person; (hv) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of statutory rights of set-off arising in the ordinary course of business; (vi) with respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair the use of such real property; (vii) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement; and (lviii) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, arising under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyNote Documentation.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create(a) Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, Borrowing Base Property whether now owned or hereafter acquired, acquired (except to the extent released as a Borrowing Base Property pursuant to and in accordance with the terms of Section 1.10 hereof) other than the following: (ai) Liens created pursuant to any Loan Document; (bii) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 5.08(b) or Liens existing on the date any Borrowing Base Property is approved as a Borrowing Base Property and which are referenced in the applicable Mortgage Policy for such Borrowing Base Property and any renewals renewals, refinancing or extensions thereof; , provided that (i) the property covered thereby is not changed, (iiA) the amount of Indebtedness secured or benefited thereby is not not, at any time, increased (except as contemplated by to the extent of (1) any existing unfunded commitments related thereto or (2) any reasonable premium or other reasonable amount paid, together with fees and expenses reasonably incurred in connection with such refinancing) and (B) any Liens under this Section 7.02(b))7.01(a)(ii) which represent due and unpaid obligations of the Borrowers will not, in the aggregate, exceed five percent (5%) of Total Asset Value; (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes 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; (div) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and 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 business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established or if such Liens secure the obligations of tenants, licenses or other occupants of any Borrowing Base Property, then the same are not overdue material in amount; (v) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, 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; (vi) the Borrowing Base Leases and such other Leases granted by the Borrowers in the ordinary course of business (to the extent not otherwise prohibited by the terms hereof); and (vii) the interest of the lessor under an Approved Ground Lease and/or interests of licensors or licensees related to the business(es) operated pursuant to the applicable Borrowing Base Leases or other Leases permitted pursuant to the terms hereof. (b) Create, incur, assume or suffer to exist any Lien upon any of the Equity Interests of any Borrowing Base Entity, other than the following: (i) Liens pursuant to any Loan Document; (ii) Liens for a period of more than 60 days 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;; and (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hiii) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant existing on the Closing Date and listed on Schedule 7.01 and any renewals, extensions or replacements thereof; provided that the property covered thereby is not increased, and with respect to any Loan Documentreplacement Lien, the amount of any Indebtedness secured by such Lien shall not be increased; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals (other than Liens imposed under ERISA) for taxes, assessments or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured governmental charges or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes 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’s, mechanics’, materialmen’s, repairmen’s workmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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 on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(c), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (Ato Indebtedness permitted by Section 7.03(c)(i) such Subsidiary was Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (i) leases or pursuant subleases granted to others not interfering in any material respect with the terms thereof would have been required to become) a primary obligor business of any Loan Party or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyany Subsidiary; (j) other any interest of title of a lessor under, and Liens securing other Indebtedness arising from UCC financing statements (or other liabilities of Ultimate Parent and its Subsidiaries equivalent filings, registrations or agreements in an aggregate principal amount not to exceedforeign jurisdictions) relating to, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien leases permitted under any other clause in by this Section 7.01 shall not be included in the computation described in this clause (j))Agreement; (k) bankers’ normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks, brokers or other financial institutions; (l) 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 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 ordinary course of business; (p) deposits or securities with commodity or securities exchanges or clearing organizations, 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 nature ordinary course of rights business and Liens securing indebtedness of setBroker-off arising Dealer Subsidiaries in respect of customer funds in the ordinary course of business; (r) Liens securing Indebtedness 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 (lt) other Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of securing Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable obligations in an aggregate principal amount paidnot to exceed at any one time, and fees and expenses reasonably incurred, in connection with the difference of $40,000,000 less any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or Indebtedness incurred pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySection 7.03(j).

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume assume, or suffer to exist any Lien lien upon or with respect to the Collateral, any of its propertyBorrower’s properties, assets or revenuesthe properties of any Pledgor securing payment of the Loan, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens created pursuant to any Loan Documentand security interests in favor of the Bank; (b) Liens for taxes not yet due and payable or otherwise being contested in good faith and for which appropriate reserves are maintained; (c) Other liens imposed by law not yet due and payable, or otherwise being contested in good faith and for which appropriate reserves are maintained; (d) [Intentionally deleted]; (e) purchase money security interests on any property hereafter acquired, provided that such lien shall attach only to the property acquired; (f) Pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA; (g) Liens incurred in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies; (h) Easements, covenants, conditions, restrictions, building code laws, 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 business of the Borrower, and such other minor title defects, or survey matters that are disclosed by current surveys, that, in each case, do not materially and adversely interfere with the ordinary conduct of the business of the applicable Borrower; (i) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 6.01 and solely with the prior written consent of Bank any renewals or extensions thereof; provided that thereof where: (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b))increased, (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted by Section 7.02(bhereunder); (cj) Liens Landlords’ and lessors’ liens in respect of rent not in default, as to Borrower’s retail locations without the necessity of obtaining Bank’s consent, and as to Borrower’s non-retail locations from and after the execution and delivery to Bank of landlord/lessor’s lien waivers acceptable to Bank and its counsel for Taxes any such location, provided, however, a landlord’s lien for rent not yet due in default shall be permitted without delivery of a lien waiver for Borrower’s location at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ so long as inventory is not stored 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 GAAPlocated at such location; (dk) carriers’Liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, warehousemen’sliens in favor of securities intermediaries, mechanics’, materialmen’s, repairmen’s rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days funds maintained with depository institutions 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 GAAPsecurities intermediaries; (el) pledges Liens arising from precautionary UCC filings regarding “true” operating leases or deposits the consignment of goods to the Borrower; (m) Liens in favor of customs and revenues authorities imposed by applicable law arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAthe importation of goods; (fn) 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 Liens of a like nature collection bank arising under Section 4-210 of the UCC on items in the course of collection; and (o) Liens incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, business of the Borrower which secure obligations that do not exceed $250,000 at any time 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); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party.

Liens. None of Ultimate ParentCreate, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume incur or suffer to exist any Lien upon on any of its the assets, rights, revenues or property, assets real, personal or revenuesmixed, tangible or intangible, whether now owned or hereafter acquired, of Borrower or any Subsidiary, other than the following:following (collectively, the “Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes not yet due delinquent or which are for taxes being contested in good faith and by appropriate proceedings diligently conducted, if and as to which adequate financial reserves with respect thereto are maintained have been established on the its books of the applicable Person in accordance with GAAPand records; (dii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or Liens (other like Liens arising than any Lien imposed by ERISA) created and maintained in the ordinary course of business which are not overdue for material in the aggregate, and which would not constitute or result in a period of more than 60 days or Material Adverse Event, and 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; constitute (eA) pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with bids, tenders, contracts or leases to which Borrower is a party for a purpose other than borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (D) pledges or deposits to secure public or statutory obligations of Borrower or a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (iii) Liens affecting real property owned by Borrower or any Subsidiary which constitute minor survey exceptions or defects or irregularities in title, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property; provided, however, that all of the foregoing, in the aggregate, do not at any time materially detract from the value of said properties or materially impair their use in the operation of the businesses of the Borrower or any Subsidiary; (iv) each Lien described in Schedule 7.02(e) may be suffered to exist upon the same terms as those existing on the date hereof, but no extension or renewal thereof shall be permitted except for a refinancing in the ordinary course of business for an amount not in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAexcess of the original amount subject to such Lien; (fv) deposits Liens arising out of judgments or awards against the Borrower or any Subsidiary with respect to secure which the performance Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and with respect to which it shall have obtained a stay of bidsexecution pending such appeal or proceeding for review; provided, trade contracts however, that the aggregate amount of judgments or awards, that are not insured by a financially sound and leases (other than Indebtedness)reputable insurer that has admitted liability without a reservation of rights, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businesssecured by such Liens shall not exceed $500,000 at any time outstanding; (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); (ivi) Liens on or upon any assets property of any a Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a shall be merged into or acquired by the Borrower or any Subsidiary and not pursuant to Section 7.02(f); provided, however, that no such Lien shall (A) extend to or cover any other property of any Borrower or such Subsidiary, (B) have been created in contemplation or as a result of such merger or acquisition, and (C) secure Indebtedness assumed by Borrower or any Subsidiary in excess of $1,500,000; (vii) purchase money Liens upon or in property of the Borrower or a Subsidiary acquired after the Closing Date; provided, however, that no such Lien shall extend to or cover any other property of the Borrower or a Subsidiary; (viii) Liens granted solely in connection with such Person becoming the execution and delivery of a Subsidiary Hedge Agreement between the Borrower and securing Indebtedness permitted under Section 7.02(f), and any renewals a Lender or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount an Affiliate of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessLender; and (lix) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, created under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythis Agreement.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 Borrower or any of its Restricted Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens created pursuant to any Loan DocumentDocument(including to secure the Senior Notes so long as the Senior Notes are required to be secured equally and ratably with the Obligations); (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 5.08 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.02(d), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.02(d); (c) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet delinquent or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (d) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary course of business and in existence less than 90 days from the date of creation thereof for amounts not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if conducted and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable Person in accordance with GAAPGAAP and which Liens are not yet enforceable against other creditors; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens incurred or other like Liens arising deposits made in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith (including, without limitation, surety bonds 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; (eappeal bonds) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationbenefits or to secure the performance of tenders, bids, leases, contracts (other than any Lien imposed by ERISAfor the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (f) deposits to secure the performance of bids, trade contracts easements (including reciprocal easement agreements and leases (other than Indebtednessutility agreements), 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 covenants, consents, reservations, encroachments, variations and zoning and other similar restrictions, charges or encumbrances affecting real property which(whether or not recorded), in the aggregate, are not substantial in amount, and which do not in any case interfere 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 and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to the Borrower or any Subsidiary; (hg) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (h) Liens securing Indebtedness permitted under Section 7.02(i); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (i) Liens existing on any assets property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Restricted Subsidiary and not created in contemplation of or in connection with such Person becoming (other than by designation as a Restricted Subsidiary and securing Indebtedness permitted under pursuant to Section 7.02(f6.19), and in each case after the date hereof (other than Liens on the Equity Interests of any renewals or extensions thereofPerson that becomes a Restricted Subsidiary); provided that (i) the property covered thereby is such Lien was not changedcreated 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 amount of Indebtedness secured proceeds or benefited thereby is not increased, except by an amount equal products thereof and other than after-acquired property subjected to a reasonable premium or Lien securing Indebtedness and other reasonable amount paidobligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, and fees and expenses reasonably incurredpursuant to their terms at such time, in connection with a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any refinancing, refunding, renewal or extension of property to which such Indebtednessrequirement would not have applied but for such acquisition), and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary Indebtedness secured thereby is a Loan Partypermitted under Section 7.02(j); (j) other Liens securing other Indebtedness any interest or other liabilities title of Ultimate Parent and a lessor or sublessor under any lease entered into by the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater ordinary course of $750,000,000 business and 15% of covering only the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))assets so leased; (k) bankers’ Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens; (l) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that (i) do not interfere in any material respect with the business of the Borrower or any of the Subsidiaries and (ii) do not secure any Indebtedness; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the nature importation of rights goods in the ordinary course of setbusiness; (n) Liens (i) of a collection bank arising under Section 4-off 210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (o) Liens (i) on cash advances in favor of the seller of any property to be acquired in a Permitted Acquisition or an Investment permitted pursuant to Section 7.03 or to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to dispose of any property in a Disposition permitted under Section 7.05, solely to the extent such Disposition, would have been permitted on the date of the creation of such Lien; (p) 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; and (lq) other Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as securing Indebtedness outstanding in effect on the Effective Date), an aggregate principal amount not to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyexceed $50,000,000.

Liens. None of Ultimate ParentThe Borrower will not, Intermediate Parentand will not permit any Subsidiary to, the Borrower, the other Loan Parties or any other Subsidiary will 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 created pursuant to any Loan Document; (bi) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that (iA) the property covered thereby is not changed, changed and (iiB) the amount of Indebtedness Debt secured or benefited thereby is not increased except by (except as contemplated 1) by Section 7.02(b))the utilization of any existing commitments thereunder, (iii2) the primary obligors accrued and guarantors with respect thereto are not changedunpaid interest and premiums thereon and (3) underwriting discounts or other amount paid, and fees, commissions, premiums (ivincluding tender premiums) and expenses (including upfront fees, original issue discount or initial yield payments) incurred, in connection with any such refinancing, refunding, renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)extension; (cii) Liens for Taxes not yet due overdue 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 GAAPIFRS; (diii) carriers’, warehousemen’s, mechanics’, 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 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 GAAPPerson; (eiv) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation and securing letters of credit, other than any Lien imposed by ERISAbank guarantees or similar instruments issued supporting such items; (fv) deposits to secure the performance of bids, trade contracts and tenders, contracts, leases (other than IndebtednessDebt), statutory obligations, bank guarantees or similar instruments, surety and appeal bonds, letters of credit, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gvi) easements, zoning restrictions, 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; (hvii) Liens arising pursuant to an order of attachment, distraint or similar legal process in connection with legal proceedings and securing judgments for the payment of money and Liens arising under ERISA or the Code with respect to a Plan not constituting an Event of Default under Section 8.01(h) or Section 8.01(i), respectively; (iviii) Liens on the property of the Borrower or any assets Subsidiary securing (A) any part of the cost of acquisition, development, construction, alteration, repair or improvement of such property or Debt incurred to finance any of the foregoing (including any sale and leaseback transaction), (B) Capital Leases and (C) any extension, renewal, refinancing or replacement of the Debt or obligations secured by any such Lien referred to in clauses (A) and (B); provided that (x) such Liens do not at any time encumber any property other than the property financed by such Debt and the proceeds and products thereof, accessions thereto, improvements thereon and after-acquired property that is fixed or incorporated into such property (it being understood that individual financings provided to the Borrower or any Subsidiary by any Person may be cross-collateralized to other financings of such type provided by such Person or its Affiliates) and (y) in the case of clause (A) the Debt secured thereby is either Non-Recourse Debt with respect to the Borrower and its Subsidiaries or does not exceed the cost of the property being acquired, developed, constructed, altered, repaired or improved or initial financing thereof, plus the costs incurred for delivery installation, maintenance programs and items similar to the foregoing and, fees, costs and expenses incurred in connection therewith; (ix) 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 existing at date hereof prior to the time such Person becomes a Subsidiary and 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 assets of the Borrower or any Subsidiary other than proceeds and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) products of the property covered thereby by such Lien, accessions thereto, improvements thereon and after-acquired property that is fixed or incorporated into such property (it being understood that individual financings provided by any Person may be cross-collateralized to other financings of such type provided by such Person or its affiliates) 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 extensions, renewals and replacements thereof that do not changed, (ii) increase the outstanding principal amount of Indebtedness secured or benefited thereby is not increased, except thereof other than by an amount equal to a reasonable premium accrued and unpaid interest, premiums (including tender premiums thereon), plus underwriting discounts or other reasonable amount paid, and fees fees, commissions and expenses reasonably incurred(including upfront fees, original issue discount or initial yield payments) incurred in connection with any refinancing, refundingsuch extension, renewal or extension replacement and by an amount equal to any existing commitments unutilized thereunder; (x) Liens to secure obligations arising under Swap Contracts, to the extent permitted hereunder; (xi) Liens arising out of deposits or pledges by any Subsidiary of cash, securities, portfolio investments or other property into collateral trusts, reinsurance trusts or other collateral or escrow accounts with or for the benefit of ceding companies or insurance regulators of such IndebtednessSubsidiary; (xii) Liens securing Debt arising under Permitted Repo and Securities Lending Agreements; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto; (xiii) [reserved]; (xiv) leases, subleases, licenses and sublicenses granted to others and not interfering in any material respect with the business of the Borrower or any Subsidiary; (xv) Liens arising from Uniform Commercial Code financing statements filed with respect to Operating Leases, and consignments and/or bailments arrangements; (iiixvi) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Liens arising from pledges or deposits of cash, securities or portfolio investments made by any Subsidiary was that is a Regulated Insurance Company (x) as a condition to obtaining or pursuant maintaining any licenses issued to the terms thereof would have been it by any Applicable Insurance Regulatory Authority or (y) as otherwise required to become) a primary obligor or guarantor comply with respect thereto at such time the requirement of applicable insurance Laws, or (B) such Subsidiary is Liens, in case of a Loan PartyRegulated Insurance Company organized under Maltese laws, arising from operation of Law, in respect of its liability from its insurance business, including insurance claims; (jxvii) other Liens on assets pledged, deposited into an account or trust or otherwise allocated as a separate account in connection with, and securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries specifically available to satisfy obligations under, a Policy, Reinsurance Agreement or Retrocession Agreement, in an aggregate principal amount not to exceedreasonable and as required under the terms of such Policy, at any time, Reinsurance Agreement or Retrocession Agreement (or the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)documentation related thereto); (kxviii) bankers’ Liens securing Debt permitted under Section 7.01(ii); (xix) [reserved]; (xx) rights of setoff or banker’s Liens on deposits of cash in favor of banks or other depository institutions maintained in the nature ordinary course of rights of set-off business, but not securing any Debt for borrowed money; (xxi) Liens arising in the ordinary course of business on custody, securities or commodities accounts in favor of the entity at which such accounts are maintained, but not securing any Debt for borrowed money other than Debt incurred in connection with or to facilitate the settlement of the purchase or sale of securities in the ordinary course of business; (xxii) Liens of a collecting bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection in the ordinary course of business; (xxiii) Liens incurred in connection with the collection or disposition of delinquent accounts receivable in the ordinary course of business; (xxiv) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposit made by the Borrower or any Subsidiary in connection with any letter of intent or acquisition agreement; (xxv) any Lien in favor of any Credit Party securing intercompany obligations; (xxvi) Liens that are contractual rights of setoff incurred in the ordinary course of business; (xxvii) Liens securing the Obligations in favor of the holders of all such Obligations ratably; (xxviii) Liens on Securitization Assets incurred in connection with a Qualified Securitization Facility, including Liens on such receivables resulting from precautionary Uniform Commercial Code filings or from re-characterization or any such sale as a financing or a loan; and (lxxix) Liens on any assets of the Allergan Acquired Business or Borrower and its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofnot otherwise permitted above; provided that the sum of (ix) the property covered thereby is not changedaggregate outstanding principal amount of Debt and other obligations secured by Liens incurred pursuant to this clause (xxix), plus (iiy) the aggregate principal amount of Indebtedness secured Unsubordinated Debt shall not exceed 2.5% of the Consolidated Net Worth as of the last day of the most recently ended fiscal period for which financial statements have been delivered or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or furnished pursuant to the terms thereof would have been required to becomeSection 4.01(a)(vii), Section 6.01(i) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySection 6.01(ii), as applicable.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan DocumentDocument and the Existing Credit Agreement; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 (excluding Liens otherwise permitted to exist as provided elsewhere in this Section 7.01) and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.03(b), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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 owned, leased or operated by any Loan Party 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);; and (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(c), (d) and any renewals or extensions thereof(e); provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it property being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect acquired on the Effective Date), to remain in place following consummation date of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties (a) The Company will not directly or any other Subsidiary will 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 of its property, assets or revenuesthe Collateral, 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: (ai) Liens created pursuant to any Loan Document;arising under the Note Documentation; or (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP. (b) The Company will not permit ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary to, directly or indirectly, create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except: (i) Liens existing on the date hereof that secure Indebtedness listed on Schedule 5.6 hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted pursuant to Section 9.3; (ii) Liens securing Indebtedness permitted pursuant to Section 9.3(b)(ii); (iii) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (div) carriers’, warehousemen’s, mechanics’, 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 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedin the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required 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 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; (gv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in title and other similar encumbrances including the reservations, limitations, provisos and conditions, 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 of ▇▇▇▇▇ Oxford, any ▇▇▇▇▇ Oxford Entity or any ▇▇▇▇▇ Oxford Subsidiary, as applicable, or materially interfere with the ordinary conduct of the business of the applicable Person; (hvi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of statutory rights of set-off arising in the ordinary course of business; (vii) with respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially impair the use of such real property; (viii) Liens on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement; and (lix) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, arising under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyNote Documentation.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant existing on the Closing Date and listed on Schedule 7.01 and any renewals, extensions or replacements thereof; provided that the property covered thereby is not increased, and with respect to any Loan Documentreplacement Lien, the amount of any Indebtedness secured by such Lien shall not be increased; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals (other than Liens imposed under ERISA) for taxes, assessments or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured governmental charges or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes 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’s, mechanics’, materialmen’s, repairmen’s workmen and repairmen or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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 on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(c), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (Ato Indebtedness permitted by Section 7.03(c)(i) such Subsidiary was Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (i) leases or pursuant subleases granted to others not interfering in any material respect with the terms thereof would have been required to become) a primary obligor business of any Loan Party or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyany Subsidiary; (j) other any interest of title of a lessor under, and Liens securing other Indebtedness arising from UCC financing statements (or other liabilities of Ultimate Parent and its Subsidiaries equivalent filings, registrations or agreements in an aggregate principal amount not to exceedforeign jurisdictions) relating to, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien leases permitted under any other clause in by this Section 7.01 shall not be included in the computation described in this clause (j))Agreement; (k) bankers’ normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks, brokers or other financial institutions; (l) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the nature course of rights collection; (m) any Lien existing on property (and the proceeds thereof) existing at the time of set-off arising 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 other collateralized financing transactions at Subsidiaries; (o) pledges of securities or commodity positions and exchange memberships in the ordinary course of business; (p) deposits or securities with commodity or securities exchanges or clearing organizations, or with other exchanges or markets, in each case in the ordinary course of business; (q) Liens securing Indebtedness 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 (ls) other Liens on securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any assets one time, the difference of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, $30,000,000 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or incurred pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySection 7.03(j).

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will Borrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or against, or pledge of, any of the Collateral or any of its property, properties or assets or revenuesany of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, other than except the following: following (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that collectively, "PERMITTED LIENS"): (i) Liens under the property covered thereby is not changedLoan Documents or otherwise arising in favor of Lender, (ii) the amount Liens imposed by law for taxes, assessments or charges of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens Governmental Authority for Taxes claims not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable by such Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and (B) other Liens imposed by law or other like Liens arising that arise by operation of law in the ordinary course of business which are from the date of creation thereof, in each case only for amounts not overdue for a period of more than 60 days yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if and with respect to which adequate reserves with respect thereto or other appropriate provisions are being maintained on the books of the applicable by such Person in accordance with GAAP; GAAP to the satisfaction of Lender in its sole discretion, (eiv) pledges Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security legislation, other than any Lien imposed by ERISA; (f) deposits benefits or to secure the performance of tenders, bids, trade leases, contracts and leases (other than for the repayment of 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 whichobligations, in the aggregateor (B) arising as a result of progress payments under government contracts, 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; (hv) purchase money Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (iA) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.2(iii), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) in connection with the purchase by such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities Person of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included equipment in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary normal course of business; and , provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (lvi) Liens on any assets necessary and desirable for the operation of such Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the Allergan Acquired Business or rights and remedies of Lender, all in form and substance satisfactory to Lender in its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofsole discretion; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iiivii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyLiens disclosed on Schedule 7.3.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens created pursuant to any Loan DocumentDocument or otherwise in favor of the Lender; (b) Liens existing on the Effective Closing Date and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for 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) Statutory Liens such as carriers’, warehousemen’s, mechanics’, 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 60 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; provided that a reserve or other appropriate provision shall have been made therefor; (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) Liens incurred or deposits made 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(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.02(c), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is lower, of the property being acquired on the date of acquisition. (i) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not increasedinterfering in any material respect with the ordinary conduct of the business of the Loan Parties or (ii) the rights reserved or vested in any Person by the terms of any lease, except license, franchise, grant or permit held by an amount equal any Loan Party or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant condition to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))continuance thereof; (k) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ Liens liens, rights of setoff or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institution; (l) licenses of intellectual property granted by any Loan Party in the nature ordinary course of rights business and not interfering in any material respect with the ordinary conduct of set-off business of the Loan Parties; (m) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens of a collecting bank arising in the ordinary course of businessbusiness under Section 4-210 of the UCC covering only the items being collected upon; (o) good faith deposits required in connection with any investment transaction permitted under Section 7.03; and (lp) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) extent constituting a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyLien, escrow arrangements securing indemnification obligations associated any investment transaction permitted under Section 7.03.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 7.01(b) and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness the obligations secured or benefited thereby is not increased (except as contemplated except, in respect of Indebtedness, if permitted by Section 7.02(b)7.02(e), (iii) no additional Loan Party shall become a direct or contingent obligor of the primary obligors and guarantors with respect thereto are not changed, obligations secured thereby and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.02(e); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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) (i) easements, rights-of-way, zoning and similar restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and or title defects 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, and (ii) Permitted Encumbrances; provided further, that if a Loan Party or any Subsidiary is permitted to create or suffer any of the Permitted Liens described in this Section 7.01(g) that have been or will be recorded against the applicable property after the date hereof, the Administrative Agent shall subordinate the lien of the mortgage to such Permitted Lien, promptly after any such written request by a Loan Party or Subsidiary, as applicable; (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 related to such judgments; (i) Liens securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the cost of the property being acquired, constructed or improved on the date such Indebtedness is incurred and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases; (j) Liens on property of any a Person that becomes a Subsidiary after the Effective Date existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary and of the Borrower or on any Property acquired, in each case, in connection with any Acquisition permitted under Section 7.03(f); provided that such Liens were not created in contemplation of such Acquisition and do not extend to any assets other than those of the Person merged into or in connection consolidated with the Borrower or such Person becoming a Subsidiary or acquired by the Borrower or such Subsidiary and securing Indebtedness the obligations secured thereby are permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)7.02(g); (k) bankers’ (i) Liens created by any Loan Party in favor of any other Loan Party and (ii) Liens created by any Subsidiary that is not a Loan Party in favor of the nature Borrower or any other Subsidiary; (i) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases and (ii) Uniform Commercial Code filings in respect of rights of set-off arising Liens permitted under this Section 7.01; (m) Liens on equipment, inventory and goods, including supplies, materials and work in process, created in the ordinary course of businessbusiness in favor of a Governmental Party by operation of Parts 32 and 45 of the Federal Acquisition Regulation, all implementing contract provisions at Part 52, and any corresponding provisions in any applicable agency Federal Acquisition Regulation Supplement in connection with the performance by the Borrower and its Subsidiaries under a Government Contract (and not arising out of a default under such Government Contract); (n) other Liens securing obligations outstanding in an aggregate amount not to exceed $50,000,000; and (lo) Liens on any segregated and identifiable proceeds of any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension Lien permitted by the foregoing clauses of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant this Section 7.01 to the terms thereof would have been required to become) extent the documents governing such Liens expressly provide therefor or such Liens arise as a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partymatter of law.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document[reserved]; (b) Liens existing on the Effective Date date of this Agreement and set forth listed on Schedule 7.01 10.1 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)10.3(a)(iv), and (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b10.3(a)(iv); (c) Liens for Taxes taxes, assessments, obligations under workers’ compensation or other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet due 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 in accordance with GAAP; (d) carriers’inchoate Liens and charges imposed by law and incidental to construction, warehousemen’smaintenance, mechanics’development or operation of properties, materialmen’sor the operation of business, repairmen’s or other like Liens arising in the ordinary course of business if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which are not overdue for a period of more than 60 days or which are is being contested in good faith and by appropriate proceedings diligently conductedthe MLP, if adequate reserves with respect thereto are maintained on the books Issuer or any of the applicable Person in accordance with GAAPits Restricted Subsidiaries; (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, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory obligations, surety and appeal bonds, performance bonds, completion bonds and other obligations of a like nature kind, in each case incurred in the ordinary course of business; (gf) easements, servitudes, rights-of-way, restrictions way and other similar encumbrances affecting real property whichrights, in the aggregateexceptions, are not substantial in amountreservations, conditions, limitations, covenants and which other restrictions that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct operation, value or use of the business properties affected thereby; (g) any Lien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the applicable Personcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h)11(g) or appeal or surety bonds related to such judgments; (i) Liens existing on any assets property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the Effective Date existing at date of this Agreement prior to the time such Person becomes a Subsidiary and Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedRestricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the amount of Indebtedness secured MLP, the Issuer or benefited thereby is not increasedany Restricted Subsidiary, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary shall be a primary obligor or guarantor with respect thereto unless and any renewals, extensions and modifications (Abut not increases) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythereof; (j) conventional provisions contained in contracts or agreements affecting properties under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens securing other Indebtedness), (ii) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the MLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the MLP, the Issuer or any such Restricted Subsidiary, (iii) 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, and (iv) zoning laws and ordinances and municipal regulations; (l) Liens on the Equity Interests in, or Indebtedness or other liabilities obligations of, an Unrestricted Subsidiary securing the payment of Ultimate Parent a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and its Subsidiaries (a)(iii) of the definition of “Non-Recourse” set forth in Schedule B; (m) Liens that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or their agent) and the other necessary parties of appropriate documentation governing such arrangement; and (n) Liens securing Indebtedness in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation incurrence of the Allergan Acquisition that are permittedsuch Indebtedness, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium 10% of Consolidated Net Tangible Assets as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (including dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) of, and property evidencing or embodying, or constituting rights or other reasonable amount paidgeneral intangibles directly relating to or arising out of, and fees accessions and expenses reasonably incurredimprovements to, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) property subject to such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyLiens.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 6.4 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changedchanged (other than as a result of improvements thereto), (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated unless permitted by Section 7.02(b)), 6.6(a) and (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b6.6(a); (cb) Liens (other than Liens imposed under ERISA) for Taxes 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) statutory Liens of landlords and Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s materialmen and 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 60 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 with respect thereto are maintained on the books of the applicable Person determined in accordance with GAAPGAAP have been established; (ed) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security similar 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(h7(h); (h) Liens securing Indebtedness permitted under Section 6.6(a); (i) Liens on leases or subleases granted to others not interfering in any assets material respect with the business of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation Loan Party or any of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyits Subsidiaries; (j) other any interest of title of a lessor under, and Liens securing other Indebtedness arising from UCC financing statements (or other liabilities of Ultimate Parent and its Subsidiaries equivalent filings, registrations or agreements in an aggregate principal amount not to exceedforeign jurisdictions) relating to, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien leases permitted under any other clause in by this Section 7.01 shall not be included in the computation described in this clause (j))Agreement; (k) bankers’ Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.5; (1) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (m) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the nature course of rights collection; (n) Liens of set-off sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (o) Liens created or deemed to exist in connection with any Qualified Receivables Transaction, but only to the extent that any such Lien relates to Receivables Program Assets; (p) Liens of the Administrative Agent on the Cash Collateral; and (lq) other Liens on securing Indebtedness or other obligations permitted hereunder in an aggregate outstanding amount not exceeding $100,000,000 at any assets time; provided, however, if the Borrower provides Cash Collateral to secure the Obligations in accordance with Section 2.19, the Borrower and its Subsidiaries may provide Liens securing Indebtedness or other obligations permitted hereunder in excess of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; $100,000,000 limitation provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyabove.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to under any Loan Document; (b) Liens existing on the Effective Date date of this Agreement and set forth listed on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed7.01, and (iv) any renewal or extension of extensions, renewals and replacements thereof to the extent such extensions, renewals and replacements secure only the obligations secured or benefited thereby is permitted by Section 7.02(b)such original Liens and extend only to the assets covered by such original Liens; (c) Liens imposed by Law for Taxes (i) not yet due or (ii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 6.04; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period yet due and payable or the payment of more than 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 is not at the books of the applicable Person in accordance with GAAPtime required; (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, with respect to any Plan, the Code; (f) deposits to secure (or 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, performance bonds bonds, purchase, construction or sales contracts and other obligations similar obligations, in each case not incurred or made in connection with the borrowing of a like nature incurred in money, the ordinary course obtaining of businessadvances or credit or the payment of the deferred purchase price of property; (g) leases or subleases granted to others, easements, rights-of-way, restrictions (including zoning restrictions) and other similar encumbrances affecting real property which, in the aggregate, are aggregate could not substantial result 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 Persona Material Adverse Effect; (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 related to such judgments, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any stay; (i) Liens securing leases; (j) 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 not for speculative purposes; and (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 (including the right of set-off) and which are within the general parameters customary in the banking industry, provided that (1) the account containing such deposits 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 (2) the account containing such deposits is not intended by the Borrower to provide collateral to the depository institution; (k) Liens on cash of Subsidiaries on deposit with any Cash Pool Bank securing Cash Pool Obligations owed to such Cash Pool Bank; (l) Liens in favor of the New Notes Trustee deemed to exist on any proceeds of Refinancing Notes held in a restricted deposit account designated for such purpose; (m) Liens on the assets of Securitization Finance Subsidiaries, provided that such Liens shall only secure obligations with respect to a Permitted Securitization Financing; (n) Licenses or sublicenses granted to others in the ordinary course of business; (o) 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) 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; (p) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02 to be applied against the purchase price for such Investment; (q) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the Effective Date existing at the time date hereof; provided, that (i) such Person becomes a Subsidiary and Lien was not created in contemplation of such acquisition or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)Subsidiary, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured such Lien does not extend to or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under cover any other clause in this Section 7.01 shall not be included in assets or property (other than the computation described in this clause (j)proceeds or products thereof); (kr) bankers’ Liens in arising from precautionary UCC financing statement filings regarding leases entered into by the nature of rights of set-off arising Borrower or any Subsidiary in the ordinary course of business; (s) any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease, sublease, license or sublicense agreement (including software and other technology licenses) in the ordinary course of business; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any Subsidiary in the ordinary course of business; (u) deposits made in the ordinary course of business to secure liability to insurance carriers; (v) receipt of progress payments and advances from customers in the ordinary course of business to the extent same creates a Lien on the related inventory and proceeds thereof; (w) Liens granted in connection with Swap Contracts in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by the Borrower or its Subsidiaries, or changes in the value of securities issued by the Borrower or its Subsidiaries, and not for purposes of speculation or taking a “market view”; and (lx) Liens on any assets of the Allergan Acquired Business not expressly permitted by clauses (a) through (k) and (n) through (w) above securing or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, deemed to exist in connection with Priority Indebtedness permitted under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofSection 7.03; provided that such Liens shall not secure any other obligations (i) the property covered thereby is not changedother than principal, (ii) the amount of Indebtedness secured or benefited thereby is not increasedinterest, except by an amount equal to a reasonable premium or other reasonable amount paidfee, expense reimbursement, indemnity and fees and expenses reasonably incurred, in connection similar obligations associated with any refinancing, refunding, renewal or extension of such permitted Priority Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party).

Liens. None of Ultimate ParentThe Borrower shall not, Intermediate Parentnor shall it permit any Subsidiary to, the Borrowerdirectly or indirectly, the other Loan Parties or any other Subsidiary will 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Closing Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, increased and (ii) any Lien securing Indebtedness in excess of (x) $5,000,000 individually or (y) $20,000,000 in the amount of Indebtedness secured or benefited thereby is not increased aggregate (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors when taken together with respect thereto all other Liens outstanding in reliance on this proviso that are not changed, and (ivset forth on Schedule 8.01) any renewal or extension of shall only be permitted to the obligations secured or benefited thereby extent such Lien is permitted by Section 7.02(b)listed on Schedule 8.01; (c) Liens (other than Liens imposed under ERISA) for Taxes 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) landlord’s, carriers’, warehousemen’s, mechanics’, 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 60 forty-five (45) 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 GAAPPerson; (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; any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the applicable Persons; (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 any assets securing purchase money Indebtedness (including obligations in respect of any Person that becomes a Subsidiary after capital leases and Synthetic Lease Obligations) hereafter incurred to finance the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation purchase of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)fixed assets, and any renewals or renewals, refinancings and extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby financed by such Indebtedness, together with any accessions thereof; provided that in the event such Indebtedness is not changedowed to any Person that has financed more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person under such financings; and (ii) such Liens attach to such property concurrently with or within ninety (90) days after the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyacquisition thereof; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent leases, subleases and its Subsidiaries licenses granted to others not interfering in an aggregate principal amount not to exceed, at any time, material respect with the greater of $750,000,000 and 15% business of the Net Worth (it being understood that Borrower or any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))Subsidiary; (ki) bankers’ any interest of title of a third party 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, (ii) Liens or restrictions that the interest or title of such lessor may be subject to, or (iii) subordination of the interest of the lessee under such lease to any Lien or restriction referred to in the nature of rights of set-off arising in the ordinary course of business; andpreceding clause (ii); (l) Liens on securities deemed to exist in connection with repurchase agreements entered into by the Borrower or its Subsidiaries; (i) normal and customary rights of setoff upon, and banker’s liens granted in respect of, deposits of cash in favor of banks or other depository institutions, and (ii) customary Liens granted in the ordinary course of business in connection with any Banking Services Agreement; provided that no Liens granted in connection with a Banking Services Agreement shall extend to specific cash collateral pledged by the Borrower or any Subsidiary to support such Banking Services Agreement; (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 on assets of the Allergan Acquired Business or Foreign Subsidiaries that do not secure Indebtedness; (p) Liens on assets of a Person (and its Subsidiaries Subsidiaries) existing at the time such Person is acquired or merged with or into or consolidated with the Borrower or any of consummation its Subsidiaries (and not created in anticipation or contemplation thereof); provided that, such Liens do not extend to assets not subject to such Liens at the time of acquisition (other than improvements thereon); (q) Liens on cash and cash equivalents arising in connection with the Allergan Acquisition that defeasance, discharge or redemption of Indebtedness; (r) Liens in favor of a trustee pursuant to an indenture relating to any Indebtedness permitted by this Agreement to the extent such Liens (i) only secure customary compensation and reimbursement obligations of such trustee and (ii) are permitted, limited to the cash held by such trustee (excluding cash held in trust for the payment of such Indebtedness); (s) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (t) Liens arising by operation of law in favor of issuers of letters of credit in the documents presented under a letter of credit; (u) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the Allergan Merger Agreement terms of any lease and Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; (as v) Liens on cash relating to escrows established for an adjustment in effect on the Effective Date)purchase price or liabilities or indemnities for Dispositions, to remain in place following consummation the extent such Dispositions are permitted hereby; and (w) other Liens; provided, that, the sum of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedaggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (w), plus (ii) the aggregate outstanding principal amount of Indebtedness secured or benefited thereby is of Subsidiaries permitted by Section 8.03(i) shall not increasedat any time exceed 15% of Consolidated Net Tangible Assets, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension determined as of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant the most recently ended fiscal quarter for which financial statements have been delivered to the terms thereof would have been required to become) a primary obligor or guarantor Administrative Agent in accordance with respect thereto at such time or (B) such Subsidiary is a Loan PartySection 7.01.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will create, incur, assume Create or suffer to exist any Lien upon any of its propertyProperty, assets or revenuesexcept the following (collectively, whether now owned or hereafter acquired, other than the following:“Permitted Liens”): (a) Liens created (i) in favor of Administrative Agent, LC Issuer, any Lender or any other Secured Party arising pursuant hereto or under any other Loan Document and (ii) subject to any the Term Loan DocumentIntercreditor Agreement, in favor of the Term Loan Agent; (b) Purchase Money Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is securing Permitted Purchase Money Debt permitted by Section 7.02(b)under this Agreement; (c) Liens arising as a matter of law for Taxes not yet due or which are payable or 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 GAAPProperly Contested; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Liens (other than Liens for Taxes or other like Liens imposed under ERISA or pursuant to any Environmental Law) arising as a matter of law and in the ordinary course Ordinary Course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conductedBusiness, but only if adequate reserves with respect thereto are maintained on the books (i) payment of the applicable Person in accordance with GAAPobligations secured thereby is not yet due or payable or is being Properly Contested; (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary; and (iii) such Liens do not secure Debt; (e) Liens consisting of deposits or pledges or deposits made in the ordinary course Ordinary Course of business Business in connection with with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, other than any Lien imposed by ERISA; (f) deposits or to secure the performance of tenders, bids, trade contracts and leases (other than IndebtednessDebt), statutory obligations, surety and appeal bonds (other than bonds related to judgments or Adverse Proceedings unless permitted by Section 9.2(g)), performance bonds, performance bonds or arising as a result of progress payments under government contracts, obligations owing to credit card processors and other obligations of a like nature incurred in the ordinary course Ordinary Course of businessBusiness, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; (f) Liens in the Ordinary Course of Business that are subject to Third Party Claimant Agreements; (g) Liens arising as a matter of law by virtue of a judgment or judicial order against any Credit Party or Subsidiary, or any Property of a Credit Party or Subsidiary, as long as not constituting an Event of Default under Section 11.1(h); (h) easements, rights-of-way, restrictions restrictions, covenants or other agreements of record, and other similar charges or encumbrances affecting real property whichon Real Estate, in the aggregate, are not substantial in amount, and which that do not in secure any case materially detract from the value of the property subject thereto or materially monetary obligation and do not interfere with the ordinary conduct Ordinary Course 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)Business; (i) Liens on any assets normal and customary rights of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created setoff upon deposits in contemplation favor of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)depository institutions, and any renewals or extensions thereof; provided that (i) Liens of a collecting bank on Payment Items in the property covered thereby is not changed, (ii) the amount course of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partycollection; (j) (i) Liens on acquired Property other than Collateral securing Debt permitted under Section 9.1(f); provided that such Liens (i) are not incurred in connection with, or in anticipation of, a Person becoming a Subsidiary or the acquisition of the Property subject to such Lien; (ii) are applicable only to the Property of such Subsidiary or Property acquired (and proceeds thereof) and (iii) do not attach to any other Property of the Credit Parties or any of their Subsidiaries; (k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Credit Party or any of its Subsidiaries in the Ordinary Course of Business; (l) Liens in favor of customs and revenue authorities arising as a matter of Applicable Law to secure payment of customs duties in connection with the importation of Goods; (m) any interest or title of a lessor or sub-lessor under any lease of Real Estate made by any Credit Party or any of its Subsidiaries as lessee or sub-lessee, only to the extent permitted hereunder; (n) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Credit Party or any of its Subsidiaries in connection with any letter of intent, or purchase agreement permitted hereunder; (o) purported Liens evidenced by the filing of precautionary Financing Statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business; (p) Liens existing on the Closing Date and listed on Schedule 9.2, including Liens securing Permitted Refinancing Debt permitted under Section 9.1(l); (q) Liens incurred under or permitted pursuant to the Term Loan Debt Documents; (r) Liens on cash collateral in favor of Regions Bank securing the Debt of Borrowers evidenced by (i) the Existing Letter of Credit in an aggregate amount not to exceed $29,111.78, (ii) commercial credit card program with Regions Bank in an aggregate amount not to exceed $315,000 and (iii) automated clearinghouse programs with Regions Bank in an aggregate amount not to exceed $1,150,000; provided that, in each case, upon satisfaction of the Borrowers’ obligations to Regions Bank in respect of the Existing Letter of Credit, commercial credit card program with Regions Bank and automated clearinghouse programs with Regions Bank, in each case, such cash collateral shall have been returned to the Borrowers in accordance with the terms of that certain pay-off letter agreement dated as of August 9, 2023 between the Borrowers and Regions Bank; (s) other Liens securing other Indebtedness Debt or other liabilities of Ultimate Parent and its Subsidiaries obligations permitted pursuant to this Agreement in an aggregate principal amount at any one time outstanding not to exceed, at any time, the greater of exceed $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business2,500,000; and (lt) Liens on any assets of solely to the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permittedextent constituting Liens, “Permitted Asset Dispositions” permitted under the Allergan Merger Agreement clause (as in effect on the Effective Dated)(3), to remain in place following consummation of the Allergan Acquisition, and any renewals (4) or extensions thereof; provided that (i5) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyterm.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Documentsecuring the Notes; (b) Liens existing on the Effective Date date of this Agreement and set forth listed on Schedule 7.01 10.1 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)10.3(a)(iv), and (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b10.3(a)(iv); (c) Liens for Taxes taxes, assessments, obligations under workers’ compensation or other social security legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet due 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 in accordance with GAAP; (d) carriers’inchoate Liens and charges imposed by law and incidental to construction, warehousemen’smaintenance, mechanics’development or operation of properties, materialmen’sor the operation of business, repairmen’s or other like Liens arising in the ordinary course of business if payment of the obligation secured thereby is not yet overdue or if the validity or amount of which are not overdue for a period of more than 60 days or which are is being contested in good faith and by appropriate proceedings diligently conductedthe MLP, if adequate reserves with respect thereto are maintained on the books Issuer or any of the applicable Person in accordance with GAAPits Restricted Subsidiaries; (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, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory obligations, surety and appeal bonds, performance bonds, completion bonds and other obligations of a like nature kind, in each case incurred in the ordinary course of business; (gf) easements, servitudes, rights-of-way, restrictions way and other similar encumbrances affecting real property whichrights, in the aggregateexceptions, are not substantial in amountreservations, conditions, limitations, covenants and which other restrictions that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct operation, value or use of the business properties affected thereby; (g) any Lien on any asset (including a capital lease) securing Indebtedness incurred or assumed for the purpose of financing all or any part of the applicable Personcost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h)11(g) or appeal or surety bonds related to such judgments; (i) Liens existing on any assets property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the Effective Date existing at date of this Agreement prior to the time such Person becomes a Subsidiary and Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedRestricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the amount of Indebtedness secured MLP, the Issuer or benefited thereby is not increasedany Restricted Subsidiary, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no such Lien shall secure only those obligations which it secures on the date such Person becomes a Restricted Subsidiary shall be a primary obligor or guarantor with respect thereto unless and any renewals, extensions and modifications (Abut not increases) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythereof; (j) conventional provisions contained in contracts or agreements affecting properties under which the Issuer, the MLP or a Restricted Subsidiary is required immediately before the expiration, termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such Person’s rights, titles and interests in and to all or a portion of such property; (k) any Lien consisting of (i) landlord’s liens under leases to which the MLP, the Issuer or any of its Restricted Subsidiaries is a party or other Liens on leased property reserved in leases thereof for rent or for compliance with the terms of such leases (other than Liens securing other Indebtedness), (ii) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of the MLP, the Issuer or any of its Restricted Subsidiaries, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the MLP, the Issuer or any such Restricted Subsidiary, (iii) 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, and (iv) zoning laws and ordinances and municipal regulations; (l) Liens on the Equity Interests in, or Indebtedness or other liabilities obligations of, an Unrestricted Subsidiary securing the payment of Ultimate Parent a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (a)(i) and its Subsidiaries (a)(iii) of the definition of “Non-Recourse” set forth in Schedule B; (m) Liens that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (or their agent) and the other necessary parties of appropriate documentation governing such arrangement; and (n) Liens securing Indebtedness in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation incurrence of the Allergan Acquisition that are permittedsuch Indebtedness, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium 10% of Consolidated Net Tangible Assets as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b). Liens permitted by this Section 10.1 may also extend to products and proceeds (including dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar proceeds) of, and property evidencing or embodying, or constituting rights or other reasonable amount paidgeneral intangibles directly relating to or arising out of, and fees accessions and expenses reasonably incurredimprovements to, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) property subject to such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyLiens.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any assets (including stock or other securities of its propertyany person, assets including any Subsidiary) at the time owned by it or revenueson any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquired, other than the followingexcept for: (a) Liens created granted pursuant to any the Loan DocumentDocuments and Liens granted pursuant to Section 10(c) of the Escrow Agreement; (b) Liens existing on customary rights of setoff and liens upon deposits of cash in accounts in favor of banks or other depository institutions in which such cash is maintained in the Effective Date ordinary course of business, securing payment of fees, indemnities, charges for returning items and set forth on Schedule 7.01 and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)other similar obligations; (c) Liens securing obligations under the Existing Indenture Documents, subject to Section 6.10(b); (d) Liens on the A/R Securitization Facility Collateral and the Receivables Equity granted pursuant to the A/R Securitization Facility Documents, subject to Section 6.10(b); (e) Liens granted pursuant to the Interim DIP Order and the Final DIP Order; (f) Liens imposed by any Governmental Authority for (i) Specified Taxes (to the extent ranking junior to the Liens under the Interim DIP Order and the Final DIP Order, as applicable), or (ii) any other taxes, assessments or charges that, in the case of this clause (ii) are not yet due 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 Person Borrowers in accordance with GAAP; (dg) carriers’Liens imposed by law, warehousemensuch as materialmen’s, mechanics’, materialmen’scarriers’, workmens’, storage, landlord, and repairmen’s or Liens and other like similar Liens arising in the ordinary course of business which are and securing obligations (other than Indebtedness for borrowed money) not overdue for a period of more than 60 days yet due 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 Person Borrowers in accordance with GAAP; (eh) Liens incurred or pledges or deposits made (i) to secure obligations incurred in the ordinary course of business in connection with under workers’ compensationcompensation laws, unemployment insurance and or other similar social security legislation, legislation (other than in respect of employee benefit plans subject to ERISA) or (ii) to any Lien imposed by ERISAsupplier of the Borrowers to the extent such deposit was set forth in the Approved Budget; (fi) zoning restrictions, easements, licenses, or other restrictions on the use of any real estate (including leasehold title), in each case which do not interfere with or affect in any material respect the ordinary course conduct of the business of the Borrowers and their Subsidiaries; (j) deposits of money securing leases 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 which a like nature incurred Borrower is a party as lessee 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 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); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; andsolely on Real Property, Permitted Real Estate Encumbrances; (l) Liens in existence on any assets the Effective Date securing performance bonds, surety bonds, public or statutory obligations, regulatory obligations or with respect to workers’ compensation claims, and other bonds or obligations of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition like nature, in each case that are permitted, under the Allergan Merger Agreement (as in effect existence on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that and (im) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyprecautionary Lien filings regarding operating leases.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any of its property, property or assets or revenues, whether now owned or hereafter acquiredacquired by it (including, other than in the followingcase of securities owned by it, by the sale of such securities pursuant to any repurchase agreement or similar arrangement) or on any income or revenues or rights in respect of any thereof, except: (a) Liens created pursuant to on property or assets of any Loan DocumentGuarantor or any Subsidiary existing on the Restatement Date and any extensions, renewals or replacements thereof; provided that such Liens (i) shall secure only those obligations that they secure on the Restatement Date and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the Restatement Date; (b) Liens any Lien existing on any property or asset prior to the Effective Date and set forth on Schedule 7.01 and acquisition thereof by any renewals Guarantor or extensions thereofany Subsidiary; provided that (i) the property covered thereby such Lien is not changed, created in contemplation of or in connection with such acquisition and (ii) the amount such Lien does not apply to any other property or assets (other than after acquired property or assets) of Indebtedness secured such Guarantor or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)such Subsidiary; (c) Liens for Taxes taxes not yet due or the payment of which are being contested in good faith and is not at the time required by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (d) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which and securing obligations that are not overdue for a period yet due or the payment of more than 60 days which is not at the time required by Section 5.03 or which are being contested do not in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained the aggregate have a material adverse effect on the books value or use of the applicable Person in accordance with GAAPproperty encumbered thereby; (e) pledges or and deposits made in the ordinary course of business in connection compliance with workers’ compensation, unemployment insurance and other social security legislation, laws or regulations or in connection with other than any Lien imposed insurance maintained by ERISAthe Loan Parties or their Subsidiaries; (f) deposits to secure the performance of bids, trade contracts and (other than for obligations for the payment of borrowed money), leases (other than IndebtednessCapital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances 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 PersonGuarantors and the Subsidiaries, taken as a whole, and ground leases in respect of real property on which facilities owned or leased by any Guarantor or any Subsidiary are located; (h) Liens securing judgments for any attachment or judgment Lien unless the payment of money not constituting judgment it secures would constitute an Event of Default under Section 8.01(h)clause (i) of Article VII; (i) Liens on any assets interest or title of a lessor or lessee under any Person that becomes a Subsidiary after the Effective Date existing at the time lease permitted by this Agreement (including any Lien granted by such Person becomes a Subsidiary and not created in contemplation of lessor or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(flessee), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens on Cash and Carry Securities securing other Indebtedness permitted by Section 6.01(c); (k) Liens on receivables and notes payable owing from employees or investors and related rights securing Indebtedness the proceeds of which are loaned to employees of the Guarantors, the Subsidiaries or Affiliates of any of the foregoing or to investors in the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed, exceed $200,000,000 (plus related obligations) at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))time outstanding; (km) bankers’ immaterial Liens of any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the nature ordinary course of business which do not interfere in any material respect with the business of the Guarantors and the Subsidiaries, taken as a whole; (o) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to trading accounts or other brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (p) Liens deemed to exist in connection with repurchase agreements and reasonable customary initial deposits and margin deposits and similar Liens attaching to trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes; (q) Liens that are contractual rights of set-off arising (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 any Guarantor or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of businessbusiness of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by a Guarantor or a Subsidiary; and (lr) Liens arising from precautionary Uniform Commercial Code financing statement filings; (s) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement such Seasoning Subsidiary; (as t) Liens securing Indebtedness described in effect Section 6.01(d) and related obligations; (u) Liens required to be created pursuant to this Agreement; and (v) Liens on the Effective Date), right of any Subsidiary that is a general partner to remain in place following consummation of the Allergan Acquisition, issue capital call notices and to exercise rights with respect to capital commitments owing to any renewals or extensions thereof; provided Affiliate that (i) the property covered thereby is not changed, (ii) the amount of secures Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyAffiliate.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes other governmental charges not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (db) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue for a period of more than 60 days yet delinquent or which are bonded or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) such Liens do not, in the aggregate, materially impair the use of the Property of Holdco, Borrower and the Subsidiaries, taken as a whole, in the operation of their business; (ec) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation or other than any Lien imposed by ERISAsimilar insurance; (fd) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or government contracts, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other than cash and Cash Equivalents; (e) easements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in title which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are in accordance with the terms of the Intercreditor Agreement (t) Liens against the landlord’s interest in any Real Property with respect to which any Loan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (u) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any Subsidiary in the ordinary course of business; (gv) easements(i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, 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 casualty or liability insurance to Borrower or 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 PersonSubsidiary; (hw) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens any Lien existing on any assets property or asset prior to the acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Closing Date existing at prior to the time such Person becomes a Subsidiary and Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)Subsidiary, and any renewals or extensions thereof; provided that (i) as the property covered thereby is not changedcase may be, (ii) such Lien shall not apply to any other property or assets of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) 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, refinancings and replacements thereof that do not increase the outstanding principal amount of Indebtedness secured or benefited thereby is not increased, except thereof (other than by an amount equal to a reasonable premium or other reasonable amount paid, and not in excess of fees and expenses reasonably incurredexpenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (x) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Borrower or any of the Subsidiaries in connection with any refinancing, refunding, renewal letter of intent or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partypurchase agreement permitted hereunder; (jy) other Liens securing other Indebtedness or other liabilities on securities that are the subject of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien repurchase agreements constituting Investments permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))6.06; (kz) bankers’ Liens granted by any Subsidiary that is not a Loan Party in the nature favor of rights Borrower or any other Loan Party in respect of set-off arising in the ordinary course of businessIndebtedness owed by such Subsidiary; and (laa) Liens on securing Indebtedness or other obligations in an aggregate amount not to exceed $22,000,000 at any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofone time; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary consensual Liens shall be a primary obligor permitted to exist, directly or guarantor with respect thereto unless indirectly, on any Securities Collateral (A) such Subsidiary was (or as defined in the Security Agreement), other than Liens granted pursuant to the terms thereof would have been required Security Documents or, subject to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythe Intercreditor Agreement, to secure the First Lien Obligations.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist exist, any Lien upon any of its Borrowing Base Oil and Gas Properties, or any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (“Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 hereto and any renewals or renewals, rearrangements, amendments, modifications and/or extensions thereof; , provided that (i) that, the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b); (c) Liens for Taxes taxes, assessments, or other 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) operators’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or which are incident to the exploration, development, operation, and maintenance of the Borrower’s Oil and Gas Properties, not overdue for a period of more than 60 thirty 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; (e) Liens in favor of operators and non-operators under joint operating agreements or similar contractual arrangements arising in the ordinary course of the business of the Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (f) Liens under production sales agreements, division orders, operating agreements, and other agreements customary in the oil and gas business for processing, producing, and selling hydrocarbons securing obligations not constituting Indebtedness and provided that such Liens do not secure obligations to deliver hydrocarbons at some future date without receiving full payment therefor within 90 days of delivery; (g) pledges or deposits in the ordinary course of business or Liens in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (fh) 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; (gi) easements, rights-of-way, restrictions restrictions, servitudes, permits, conditions, covenants, exceptions, or reservations and other similar encumbrances encumbrances, defects, irregularities, and deficiencies in title 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; (hj) 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; (ik) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.03(e), and any renewals or extensions thereof; provided that that, (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it property being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in acquired on the computation described in this clause (j)); (k) bankers’ Liens in the nature date of rights of set-off arising in the ordinary course of businessacquisition; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyTexaco Lien.

Liens. None Each Borrower shall not, and shall not permit any of Ultimate Parentits Subsidiaries to, Intermediate Parentcreate, the Borrower, the other Loan Parties or any other Subsidiary will createassume, incur, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Hydrocarbon Interests, assets accounts receivable and Equity Interests in Subsidiaries or revenuesother Persons), whether now owned or hereafter acquired, other than the followingexcept: (a) Liens created pursuant to any Loan Documentsecuring payment of the Obligations; (b) purchase money Liens existing on securing Indebtedness of the Effective Date and set forth on Schedule 7.01 and any renewals type permitted under Section 8.1(b) incurred to finance the acquisition of specific fixed assets or extensions thereofequipment; provided that (iw) such Lien is created within sixty (60) days of the incurrence of such Indebtedness, (x) the property covered principal amount of the Indebtedness secured thereby is does not changedexceed the lesser of the cost or the fair market value of such fixed assets or equipment, (iiy) such Lien encumbers only the fixed assets or equipment that are financed by such Indebtedness and does not attach to any other assets of such Borrower or any of its Subsidiaries and (z) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)increased; (c) Liens for Taxes taxes, assessments or other governmental charges or levies not yet due at the time delinquent (provided that no foreclosure, sale or which other enforcement proceedings in respect thereof have been initiated) or that are 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; (d) carriers’carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, landlords’ or other like similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (e) Liens in favor of operators and non-operators under joint operating agreements arising in the ordinary course of business which to secure amounts owing by such Borrower or any of its Subsidiaries that are not overdue for a period of more than 60 days yet due or which that are 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; (ef) pledges obligations of such Borrower or deposits any of its Subsidiaries in respect of royalty payments, overriding royalty payments, net profit interests, production payments, reversionary interests, calls on production, preferential purchase rights and other deductions from the proceeds of Hydrocarbon production, that do not secure Indebtedness for borrowed money and that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents; (g) Liens created by, or arising under any Applicable Law (in contrast with Liens voluntarily granted) in the ordinary course of business of such Borrower or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance and insurance, employers’ health tax or other social security legislation, other than any Lien imposed or statutory obligations that secure amounts that are not yet due or that are being diligently contested in good faith by ERISAappropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (fh) Liens arising under operating agreements, unitization and pooling agreements and orders, farm-out agreements, gas balancing agreements and other related agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into by such Borrower or any of its Subsidiaries in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of such Borrower or any of its Subsidiaries warranted in the Security Documents, to the extent that any such Lien does not materially detract from the value of the property encumbered by such Lien or materially impair the use thereof in the operation of the business of such Borrower or any of its Subsidiaries; (i) Liens arising pursuant to deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, statutory obligationsHydrocarbon Licenses, surety and appeal bonds, or performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness of such Borrower or any of its Subsidiaries; (gj) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by such Borrower or any of its Subsidiaries (other than the Collection Accounts), in each case granted in the ordinary course of business in favor of the bank or financial institution with which such accounts are maintained, securing amounts owing to such bank or financial institution with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (k) judgment Liens in existence for less than forty-five (45) 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 customary deductible) by insurance maintained with responsible insurance companies and that do not otherwise result in an Event of Default under Section 9.1(g); (l) easements, rights-of-way, zoning restrictions and other similar encumbrances affecting real property whichencumbrances, and minor defects in the aggregatechain of title that are customarily accepted in the oil and gas financing industry, are not substantial in amount, and none of which do not in any case materially detract detracts from the value of the property subject thereto encumbered thereby or materially interfere with impairs the ordinary conduct use thereof in the operation of the business of the applicable Personsuch Borrower or any of its Subsidiaries; (hm) Liens securing judgments for Liens, if any, granted in favor of the payment LC Issuer to cash collateralize or otherwise secure the obligations of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person LC Participant that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not Delinquent Lender to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessfund risk participations hereunder; and (ln) Liens on any assets specified in Item 8.2 of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyDisclosure Schedule.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 any Loan Party or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens created pursuant to any Loan Document; (b) Liens securing Indebtedness existing on the Effective Date date hereof and set forth listed on Schedule 7.01 7.02 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)7.02(e), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.02(e); (c) Liens for Taxes 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 GAAPGAAP or Liens for taxes that are not either individually or in aggregate material; (d) carriers’, warehousemen’s, mechanics’, 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 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 GAAPor which are bonded; (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 restrictions, servitudes, covenants, licenses, encroachments, minor defects or other irregularities in title, liens securing obligations under reciprocal easements or similar agreements and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (hi) any interest or title of a lessor or sublessor under any lease not prohibited by this Agreement (ii) any Lien or restriction to which the interest or title of such lessor or sublessor may be subject, or (iii) any 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; (i) licenses, sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering in any material respect with the ordinary conduct of the business of the Loan Parties or any of their Subsidiaries; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (i) Liens on the property or assets of any Subsidiary in favor of the Borrower or any Wholly-Owned Subsidiary Guarantor, and (ii) Liens on the property or assets of any MLP Subsidiary in favor of any Wholly-Owned MLP Subsidiary; (l) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (im) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.02(j), and any renewals or extensions thereof; provided that (i) any such Lien shall be confined solely to the item or items of such property covered thereby (or improvement therein) so acquired or constructed and, if required by the terms of the instrument creating such Lien, other property (or improvements thereon) which is not changedan improvement to such acquired or constructed property, (ii) any such Lien shall be created contemporaneously with, or within sixty (60) Business Days after, the amount of Indebtedness secured acquisition or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension construction of such Indebtednessproperty, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless such Lien does not exceed an amount equal to 85% (A100% in the case of Capitalized Leases) of the fair market value of such Subsidiary was assets (or pursuant to as determined in good faith by the terms thereof would have been required to becomeBoard of Supervisors of the Borrower) a primary obligor or guarantor with respect thereto at such the time or (B) such Subsidiary is a Loan Partyof acquisition thereof; (jn) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries granted to a utility provider by an ESCO on accounts receivable sold to such utility provider in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessconnection with a Consolidated Billing Program; and (lo) precautionary UCC-1 financing statement filings by lessors in respect of operating leases, provided that the obligations under such leases do not constitute Indebtedness. Notwithstanding the foregoing, the Parent will not, and will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien (other than Liens created by the Loan Documents) upon or with respect to any of its proprietary software developed by or on any assets behalf of the Allergan Acquired Business Parent or its Subsidiaries existing at Affiliates and necessary and useful for the time of consummation conduct of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyBusiness.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule SCHEDULE 7.01 and any renewals or extensions thereof; provided , PROVIDED that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is not prohibited by SECTION 7.03, or if so prohibited, is permitted by Section 7.02(bSECTION 7.03(b); (c) Liens for Taxes 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) carriers’', warehousemen’s's, mechanics’', materialmen’s's, repairmen’s 's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 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; (e) Liens incurred or pledges or deposits made 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) Liens incurred 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 business; (g) easements, rights-of-way, restrictions and other similar charges or encumbrances affecting real property which, in the aggregateeach case are granted, are not substantial entered into or created 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 course of the business of the applicable such Person; (h) attachments or Liens securing judgments for the payment of money in an aggregate amount in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 60 consecutive days during which execution is not constituting an Event of Default under Section 8.01(h)effectively stayed; (i) Liens pursuant to any Mortgage or Mortgage Note Agreement or any "Security Document", as that term is defined in the Mortgage Note Agreement; (j) Liens on property not covered by any assets Mortgage securing obligations under Swap Contracts not exceeding at any time an aggregate amount for all such Liens equal to one percent (1%) of any Net Tangible Assets; (k) Liens on (A) property or shares of equity interests of another Person that becomes a Subsidiary after the Effective Date existing at the time such other Person becomes a Subsidiary, or (B) property at the time any Loan Party or Subsidiary and acquires such property, including any acquisition by means of merger or consolidation with or into such Loan Party or Subsidiary which is permitted by SECTION 7.04; PROVIDED (i) such Liens were not created in contemplation of or in connection with the acquisition of such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changedsuch property, (ii) such resultant Subsidiary, if it constitutes a Material Subsidiary, delivers, substantially contemporaneous with its acquisition, a Guarantee and other instruments and documents required to be delivered pursuant to SECTION 6.13, (iii) such Liens do not encumber property other than property owned by such Material Subsidiary or the property then acquired, at the time of its acquisition, (iv) the aggregate amount of Indebtedness secured or benefited thereby is not increasedpermitted to be created, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal assumed or extension of such Indebtednesspermitted to exist pursuant to SECTION 7.03, and (iiiv) no Subsidiary the MLP shall be a primary obligor have demonstrated in writing to the reasonable satisfaction of the Required Lenders that the secured Indebtedness created, incurred, assumed or guarantor with respect thereto unless permitted to exist referred to the preceding clause (Aiv) such Subsidiary was (or permitted pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySECTION 7.03; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any property or assets of any Subsidiary (other than a Borrower) securing Indebtedness of such Subsidiary owing to a Borrower or a Guarantor; PROVIDED that the Allergan Acquired Business or its Subsidiaries existing at Operating Partnership may create Liens to secure any Indebtedness owed to the time of consummation of MLP. (m) other Liens PROVIDED that notwithstanding the Allergan Acquisition that are permittedforegoing, under in no event will the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the aggregate amount of Indebtedness secured or benefited thereby is not increased, except by exceed at any time an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension 1% of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyNet Tangible Assets.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 (each a “Permitted Lien” and collectively, the “Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b7.03(b); (c) Liens for Taxes 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) carriers’, warehousemen’s, mechanics’, 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 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bondsbonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h)) or securing appeal or other surety bonds related to such judgments; (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness capital leases permitted under Section 7.02(f7.03(e), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyproperty being acquired on the date of acquisition; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% on capital stock of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in Guarantors securing the computation described in this clause (j));Debt Securities; and (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of business; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, margin accounts established in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartySwap Contracts permitted under Section 7.11.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien upon on any property or assets (including Equity Interests or other securities of its propertyany Person, assets including the Borrower or revenues, whether any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, other than the followingexcept: (a) Liens created pursuant on property or assets of the Borrower and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02 or reflected in the title insurance policies delivered to any Loan Documentthe Administrative Agent; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder; (b) Liens any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the Effective Date and set forth acquisition thereof by the Borrower or any Subsidiary or existing on Schedule 7.01 and any renewals property or extensions thereofassets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) the property covered thereby such Lien is not changedcreated in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not apply to any other property or assets of Holdings, the amount of Indebtedness secured Borrower or benefited thereby is not increased (except as contemplated by Section 7.02(b)), any Subsidiary and (iii) such Lien secures only those obligations which it secures on the primary obligors and guarantors with respect thereto are not changeddate of such acquisition or the date such Person becomes a Subsidiary, and (iv) any renewal or extension of as the obligations secured or benefited thereby is permitted by Section 7.02(b)case may be; (cd) Liens for Taxes taxes, assessments, water charges, sewer rents or governmental charges which are not yet due delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (de) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s ’s, suppliers’, construction or other like Liens arising in the ordinary course of business and securing obligations which are (i) incident to the construction, operation, maintenance, repair, restoration or improvement of any property or asset and (ii) (A) not overdue for a period of more than 60 days yet delinquent or which are (B) being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (ef) Liens, pledges or and deposits made in the ordinary course of business in connection compliance with workers’ workmen’s compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISAlaws or regulations; (fg) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than IndebtednessCapital Lease Obligations but including new store leases), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gh) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances affecting real property Liens incurred in the ordinary course of business 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 PersonBorrower or any of the Subsidiaries; (hi) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and (iv) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary; (j) judgment Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))7.01; (k) bankers’ Liens in favor of collecting banks arising under Section 4-210 of the nature of rights New York UCC and Liens (including the right of set-off off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (l) any interest or title of a lessor or licensor under any operating lease or license entered into by any Loan Party in the ordinary course of businessbusiness and covering only the assets leased or licensed; and (lm) other Liens on securing liabilities in an aggregate amount not to exceed $5,000,000 at any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyoutstanding.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth listed on Schedule 7.01 8.01 hereto and any renewals or extensions thereof; provided that (i) thereof so long as the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b)increased; (c) Liens (other than Liens imposed under ERISA) for Taxes 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’s, mechanics’, materialmen’s, repairmen’s or materialmen and repairmen 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 60 days or which or, if overdue for more than 60 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 in accordance with GAAP; (e) pledges or deposits made (i) 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 ERISAERISA and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (e)(i) above; (f) pledges or deposits made (i) to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), leases, public or statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of businessbusiness and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any Subsidiary in the ordinary course of business supporting obligations of the type set forth in clause (f)(i) above; (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 8.03(e); 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 180 days after the acquisition or completion or construction thereof; (j) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary, taken as a whole; (k) any interest of title of a lessor or licensor under, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) or other common law liens relating to, leases, licenses, subleases or sublicenses permitted by this Agreement, including purported Liens evidenced by the filing of precautionary UCC financing statements; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02; (m) normal and customary rights of setoff or banker’s Liens in favor of banks or other depository or financial institutions arising as a matter of law or under customary agreements for the provision of banking, cash management, securities intermediary services and similar arrangements and Liens securing payment obligations thereunder; (n) Liens arising under 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 assets real property as a result of any eminent domain, condemnation or similar proceeding being commenced with respect to such real property; (A) Liens on property of a Person that becomes a Subsidiary after the Effective Date existing at the time such Person is acquired by, merged into or consolidated with the Borrower or any Subsidiary or becomes a Subsidiary and or existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided, that, (i) such Liens were not created in contemplation of such merger, consolidation, Investment or acquisition, (ii) such Liens do not encumber any property other than the property encumbered at the time of such merger, consolidation, Investment or acquisition, and the proceeds and products thereof, (iii) such Liens do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary or the assets so acquired, and (iv) any Indebtedness secured by such Lien is permitted under Section 8.03 (it being understood that such Indebtedness shall reduce availability under the applicable basket in Section 8.03 except in the case of Indebtedness of the type described in Section 8.03(e)); and (B) the replacement, extension or renewal of any Lien permitted by the foregoing subclause (A) upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; (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 Person becoming defeasance, discharge, redemption or termination is not prohibited by this Agreement; (u) in connection with the sale or transfer of any assets in a Subsidiary transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (v) [reserved]; (w) Liens securing Indebtedness permitted under Section 7.02(f)8.03(g) so long as the Consolidated Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Liens and without netting the cash proceeds of such Indebtedness from Consolidated Funded Indebtedness) is less than 2.25:1.00; provided, that, at the time of creation, assumption or incurrence of the Indebtedness or other obligations secured by any such Lien and any renewals or extensions after giving effect thereto and the application of the proceeds thereof, no Event of Default would exist; (x) Liens in favor of Governmental Authorities securing the obligations of Foreign Subsidiaries in jurisdictions outside of the United States; provided that provided, that, (i) the property covered thereby is not changed, 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 amount proceeds thereof) in favor of Indebtedness secured or benefited thereby is not increased, except by an amount equal financiers of inventory (including vendor financiers) to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, secure trade payables incurred in the ordinary course of business in connection with any refinancing, refunding, renewal or extension the acquisition of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyinventory; (jz) other Liens on Investments maintained pursuant to Section 8.02(c) in favor of the beneficiary of any such unqualified deferred compensation arrangement; (aa) Liens and cash and cash equivalents deposited to securing Indebtedness under Section 8.03(m); (bb) in the case of any joint venture or non-wholly owned Subsidiary, any put and call arrangements or similar obligations related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (cc) Liens securing other Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; provided, that, such Liens shall be permitted only with respect to unearned premiums and dividends which may become payable under the relevant insurance policies and loss payments which reduce the unearned premiums under such insurance policies; (dd) Liens in the nature of the right of setoff in favor of counterparties to (x) contractual agreements not otherwise prohibited hereunder with the Borrower or other liabilities any of Ultimate Parent and its Subsidiaries in the ordinary course of business or (y) any Permitted Call Spread Transactions; (ee) Liens and deposits securing obligations under Swap Contracts in an aggregate principal amount not to exceed, at any time, the greater of exceed $750,000,000 10,000,000 entered into to hedge or mitigate commercial risk and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))for speculative purposes; (kff) bankers’ Liens in the nature securing reimbursement obligations with respect to commercial letters of rights credit which encumber documents and other property relating to such letters of set-off arising in the ordinary course of businesscredit and products and proceeds thereof; and (lgg) other Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as securing obligations in effect on the Effective Date), an aggregate principal amount outstanding not to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that exceed (i) the property covered thereby is not changed, $35,000,000 plus (ii) an unlimited amount so long as the amount Consolidated Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the Indebtedness giving rise to such Liens and without netting the cash proceeds of the underlying Indebtedness secured or benefited thereby is by such Lien from Consolidated Funded Indebtedness) does not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyexceed 2.25:1.00.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 any financing statement that names such Credit Party or any of its Subsidiaries as debtor, or sign or suffer to exist any security agreement or other document or instrument authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:following (“Permitted Liens”): (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 4.8(b) and any renewals or extensions thereof; provided provided, that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness the obligations secured or benefited thereby by such Liens is not increased (except as contemplated by Section 7.02(b))increased, (iii) none of the primary obligors and guarantors Credit Parties or their Subsidiaries shall become a new direct or contingent obligor with respect thereto are not changed, to the obligations secured by such Liens unless otherwise permitted by this Agreement and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b6.2(c)(ii); (c) Liens for Taxes 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) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which with respect to sums that are not overdue for a period of more than 60 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (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 whichwhich either exist as of the Closing Date 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 Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h)subsection 7.1(h) or securing appeal or other surety bonds related to such judgments; (i) Liens securing Indebtedness permitted under subsection 6.2(c)(iv) or (vi); provided, that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases; (j) Liens existing on any specific fixed asset at the time of its acquisition thereof by the Borrower or any Subsidiary thereof or existing on property or assets of a Person (other than any Person that becomes a Subsidiary after the Effective Date existing Stock and Stock Equivalents in any Person) at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary and of the Borrower or any Subsidiary Guarantor; provided, that any such Lien was not created in contemplation of such acquisition, merger, consolidation or in connection investment and does not extend to any assets other than the asset acquired by the Borrower or such Subsidiary of the Borrower or the assets of the Person merged into or consolidated with the Borrower or such Person becoming a Subsidiary or acquired by the Borrower or such Subsidiary; and securing provided, further, that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))6.2; (k) bankers’ banker’s liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or its Subsidiaries; (l) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the nature ordinary course of rights business; provided, that the same (i) do not in any material respect interfere with the business of set-off arising the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (m) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business; provided, that the same (i) do not in any material respect interfere with the business of the Borrower or its Subsidiaries or materially detract from the value of the relative assets of the Borrower or its Subsidiaries and (ii) are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (n) precautionary filings of financing statements under the Uniform Commercial Code of any applicable jurisdictions in respect of operating leases entered into by the Borrower or its Subsidiaries in the ordinary course of business; and (lo) other Liens on securing obligations outstanding in an aggregate amount not to exceed $500,000; provided, that no such Lien may be granted when any assets payment Default or any Event of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, Default shall have occurred and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partycontinuing.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens created pursuant to any Loan DocumentDocument or otherwise in favor of the Lender; (b) Liens existing on the Effective Closing Date and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for 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) Statutory Liens such as carriers’, warehousemen’s, mechanics’, 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 60 thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; provided that a reserve or other appropriate provision shall have been made therefor; (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) Liens incurred or deposits made 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(h); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f7.02(c), and any renewals or extensions thereof; provided that (i) such Liens do not at any time encumber any property other than the property covered thereby is not changed, financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby does not exceed the cost or benefited thereby fair market value, whichever is not increasedlower, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Party;property being acquired on the date of acquisition. (j) (i) licenses, sublicenses, leases or subleases granted to other Liens securing other Indebtedness or other liabilities persons in the ordinary course of Ultimate Parent and its Subsidiaries business not interfering in an aggregate principal amount not to exceed, at any time, material respect with the greater of $750,000,000 and 15% ordinary conduct of the Net Worth business of the Loan Parties or (it being understood that ii) the rights reserved or vested in any Lien permitted under Person by the terms of any other clause in this Section 7.01 shall not be included in lease, license, franchise, grant or permit held by any Loan Party or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the computation described in this clause (j))continuance thereof; (k) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ Liens liens, rights of setoff or similar rights and remedies as to deposit accounts or to other funds maintained with a depository institution; (l) licenses of intellectual property granted by any Loan Party in the nature ordinary course of rights business and not interfering in any material respect with the ordinary conduct of set-off business of the Loan Parties; (m) filing of UCC financing statements solely as a precautionary measure in connection with operating leases; (n) Liens of a collecting bank arising in the ordinary course of businessbusiness under Section 4-210 of the UCC covering only the items being collected upon; (o) good faith deposits required in connection with any investment transaction permitted under Section 7.03; and (lp) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) extent constituting a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyLien, escrow arrangements securing indemnification obligations associated any investment transaction permitted under Section 7.03.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, incur, assume or suffer to exist any Lien upon any of its propertyProperty, assets income or revenuesprofits, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens created pursuant to any Loan Document; (b) Liens existing on the Effective Date and set forth on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes other governmental charges not yet due more than 30 days delinquent or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) all such Liens, individually and in the aggregate, are not reasonably expected to have a Material Adverse Effect; (db) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue for a period of more than 60 days yet delinquent or which are bonded or which are being contested in good faith and by appropriate proceedings diligently conducted, if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the applicable Person relevant Subsidiary, as the case may be, in accordance with GAAPGAAP and (ii) such Liens do not, in the aggregate, materially impair the use of the Property of Holdco, Borrower and the Subsidiaries, taken as a whole, in the operation of their business; (ec) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, legislation or other than any Lien imposed by ERISAsimilar insurance; (fd) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)or government contracts, leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (in each case, other than for borrowed money) incurred in the ordinary course of business, deposits and/or escrow accounts in respect of divestitures that are otherwise permitted hereunder, in each case for amounts not yet delinquent or, to the extent such amounts are so delinquent, such amounts are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted if (i) adequate reserves with respect thereto are maintained on the books of Holdco, Borrower or the relevant Subsidiary, as the case may be, in accordance with GAAP and (ii) in the case of any such Lien against any of the Collateral, to the extent such Liens are not imposed by law, such Lien shall in no event encumber any Collateral other than cash and Cash Equivalents; (e) easements (including, without limitation, reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, minor encroachments, and other similar minor encumbrances defects or irregularities in title which do not, individually or in the aggregate materially detract from the value or marketability of the Real Property to which it relates or, individually or in the aggregate, materially interfere with or adversely affect in any material respect the ordinary conduct of the business of Borrower and its Subsidiaries on the Real Property subject thereto or which are set forth in the title insurance policy delivered with respect to the Mortgaged Properties; (f) Liens securing the Secured Obligations; (g) Liens securing Indebtedness permitted by Sections 6.01(f); provided that no such Lien incurred in connection with such Indebtedness shall extend to or cover other Property other than the respective Property so acquired (except that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender) and proceeds thereof, and the principal amount of Indebtedness secured by any such Lien shall at no time exceed the greater of (A) the cost of acquiring, constructing or improving such fixed or capital assets, including transaction costs incurred in connection therewith or (B) the original purchase price of such property; (h) Liens existing on the Closing Date after giving effect to the consummation of the Transactions and set forth on Schedule 6.02(h) and any Lien granted as a replacement or substitute therefor; provided that (i) no such Lien shall extend to or cover other Property of any Loan Party other than the respective Property encumbered by such Lien on the Closing Date and proceeds thereof, (ii) no such replacement or substitute Lien shall secure Indebtedness in an aggregate amount greater than the amount secured by the replaced or substituted Lien on the Closing Date and (iii) with respect to any Mortgaged Property on the Closing Date, there shall be no Liens other than those Liens set forth on Schedule B to the applicable Mortgage and the other Permitted Encumbrances permitted to exist on the Closing Date pursuant the definition thereof; (i) Liens on documents of title and the property covered thereby securing Indebtedness in respect of commercial letters of credit; (j) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which Borrower or any Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any Real Property; (k) leases or subleases or licenses or sublicenses with respect to the assets or properties of Borrower or any Subsidiary, in each case, entered into in the ordinary course of Borrower’s or such Subsidiary’s business so long as such leases or subleases affecting Mortgaged Property (i) are subordinate in all respects to the Liens granted and evidenced by the Security Documents and, in the case of any lease or sublease entered into after the Closing Date affecting any Mortgaged Property, such lease or sublease shall also be entered into in compliance with the provisions of the applicable Mortgage and (ii) do not, individually or in the aggregate, (A) interfere in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary or (B) materially impair the use (for its intended purposes) or the value of the assets or property subject thereto; (l) Liens on goods (and proceeds thereof) financed with drawings under commercial letters of credit securing reimbursement obligations in respect of such commercial letters of credit (other than letters of credit issued in contravention of this Agreement); (m) interests of lessors under leases, operating leases, subleases and UCC financing statements in respect thereof; (n) interests of a licensor or lessor under a license or sublicense agreement or lease; (o) precautionary UCC financing statements filed against a Loan Party as lessee or sublessee or consignee; (p) Liens securing Indebtedness permitted pursuant to (i) Section 6.01(e) not to exceed $5.0 million and (ii) Section 6.01 (m); (q) judgment Liens with respect to judgments that do not otherwise result in or cause an Event of Default under Section 7.01(f); (r) Liens in favor of customs and revenues authorities securing payment of custom duties in connection with the import of goods; (s) Liens granted on the Collateral to secure Indebtedness permitted pursuant to Section 6.01(a); provided that such Liens are subordinated to the Liens securing the Secured Obligations in accordance with the terms of the Intercreditor Agreement; (t) Liens against the landlord’s interest in any Real Property with respect to which any Loan Party holds an interest pursuant to a Lease; provided, however, that (i) the landlord is not a Loan Party and (ii) in the case of each such Lease which shall be subject to a Mortgage, each holder of a mortgage lien against the landlord’s interest shall have entered into a non-disturbance agreement in form and substance reasonably acceptable to the Collateral Agent, except to the extent that after using commercially reasonable efforts to do so the Loan Parties and such lienholder were unable to enter such an agreement; (u) (i) banker’s liens and rights of setoff relating to deposit accounts or that otherwise arise under Article 4 of the UCC on items in connection (and documents and proceeds related thereto), (ii) Liens relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or (iii) Liens arising as a matter of law relating to purchase orders and other agreements entered into with customers of Borrower or any Subsidiary in the ordinary course of business; (gv) easements(i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, 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 casualty or liability insurance to Borrower or 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 PersonSubsidiary; (hw) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens any Lien existing on any assets property or asset prior to the acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Closing Date existing at prior to the time such Person becomes a Subsidiary and Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f)Subsidiary, and any renewals or extensions thereof; provided that (i) as the property covered thereby is not changedcase may be, (ii) such Lien shall not apply to any other property or assets of Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of any Indebtedness assumed in such acquisition and permitted pursuant to Section 6.10(n) 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, refinancings and replacements thereof that do not increase the outstanding principal amount of Indebtedness secured or benefited thereby is not increased, except thereof (other than by an amount equal to a reasonable premium or other reasonable amount paid, and not in excess of fees and expenses reasonably incurredexpenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (x) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Borrower or any of the Subsidiaries in connection with any refinancing, refunding, renewal letter of intent or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partypurchase agreement permitted hereunder; (jy) other Liens securing other Indebtedness or other liabilities on securities that are the subject of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien repurchase agreements constituting Investments permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))6.06; (kz) bankers’ Liens granted by any Subsidiary that is not a Loan Party in the nature favor of rights Borrower or any other Loan Party in respect of set-off arising in the ordinary course of businessIndebtedness owed by such Subsidiary; and (laa) Liens on securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any assets of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereofone time; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary consensual Liens shall be a primary obligor permitted to exist, directly or guarantor with respect thereto unless indirectly, on any Securities Collateral (A) such Subsidiary was (or as defined in the Security Agreement), other than Liens granted pursuant to the terms thereof would have been required Security Documents or, subject to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythe Intercreditor Agreement, to secure the Second Lien Obligations.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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 created pursuant to any Loan Document; (b) Liens existing on the Effective Date date hereof and set forth listed on Schedule 7.01 and any renewals or extensions thereof; , provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.02(b))increased, and (iii) the primary obligors and guarantors direct or any contingent obligor with respect thereto are is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(b); (c) Liens for Taxes taxes or 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) carriers’, warehousemen’s, mechanics’, 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 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 GAAPPerson; (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; (hi) Liens securing purchase money obligations of the Borrower or of Subsidiaries of the Borrower, for fixed or capital assets acquired after the Closing Date, provided that (A) 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 (C) such Liens attach to such property concurrently with or within 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); (i) Liens on any assets of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Subsidiary and not created in contemplation of or in connection with such Person becoming a Subsidiary and securing Indebtedness permitted under Section 7.02(f), and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium appeal or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension of surety bonds related to such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyjudgments; (j) other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens in the nature of rights of set-off arising in the ordinary course of businessbusiness 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 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 in this clause does not materially impair the use of the property covered by such Lien for the purposes for which such property is held by the Borrower or any Subsidiary 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) Liens incurred in the ordinary course of 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 depositary institution, whether arising by operation of law or pursuant to contract; and (l) Liens on any assets of the Allergan Acquired Business or its Subsidiaries existing not otherwise permitted by this Section 7.01 if at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisitionof, and immediately after giving effect to, the creation or assumption of any renewals or extensions thereof; provided that (i) such Lien, the property covered thereby is not changed, (ii) the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured or benefited thereby is by any Liens not increasedotherwise permitted hereby does not exceed 10% of Consolidated Net Worth of the Borrower and its Subsidiaries (determined as of the end of the most recently completed fiscal quarter for which financial statements have been provided pursuant to Section 6.01); provided, except further, notwithstanding the foregoing, that no Lien permitted under this Section 7.01(l) shall secure Indebtedness owing under the Senior Note Indebtedness unless and until the Indebtedness under the Loan Documents are equally and ratably secured by an amount equal all property subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredsuch Lien, in connection with any refinancing, refunding, renewal or extension of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or each case pursuant to documentation reasonably satisfactory to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan PartyRequired Lenders.

Liens. None of Ultimate Parent, Intermediate Parent, the Borrower, the other Loan Parties or any other Subsidiary will createCreate, 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) (i) Liens created pursuant to any Loan Document, (ii) Liens securing the Indebtedness permitted under Section 7.03(b)(i); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the First Lien Intercreditor Agreement or other Acceptable Intercreditor Agreement and (iii) Liens securing the Indebtedness permitted under Section 7.03(b)(iii); provided that, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to the ABL Intercreditor Agreement or other Acceptable Intercreditor Agreement; (b) Liens existing on the Effective Date and set forth date hereof securing Indebtedness or other obligations (x) with an individual value not in excess of $5,000,000 or (y) listed on Schedule 7.01 7.01(b) and in each case of the foregoing clauses (x) and (y), any modifications, replacements, refinancings, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof and (ii) the amount of Indebtedness secured modification, replacement, renewal, extension or benefited thereby is not increased (except as contemplated by Section 7.02(b)), (iii) the primary obligors and guarantors with respect thereto are not changed, and (iv) any renewal or extension refinancing of the obligations secured or benefited thereby by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.02(b)7.03; (c) Liens for Taxes taxes, assessments or governmental charges (i) which are not yet due or overdue for a period of more than thirty (30) days, (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 to the extent required in accordance with GAAPGAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory or common law Liens of landlords, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s , construction contractors or other like Liens arising in the ordinary course of business (i) which are secure amounts not overdue for a period of more than 60 sixty (60) days or if more than sixty (60) days overdue, are unfiled (or if filed have been discharged or stayed) and no other action has been taken to enforce such Lien, (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 to the extent required in accordance with GAAPGAAP or (iii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (e) pledges (i) pledges, deposits or deposits Liens arising as a matter of law in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance, general liability or property insurance and and/or other social security legislation; 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 ERISAof its Restricted Subsidiaries; (f) deposits Liens 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), in each case incurred in the ordinary course of businessbusiness and obligations in respect of letters of credit, bank guarantee or similar instruments that have been posted to support the same; (g) easements, rights-of-way, restrictions restrictions, covenants, conditions, 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 and its Restricted Subsidiaries, taken as a whole, and any exception on the Mortgage Policies issued in connection with the Mortgaged Property; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); (i) Liens on securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within two hundred seventy (270) days after the acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the 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 additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses, in each case in the ordinary course of business (and Liens on the property covered thereby), which do not (i) interfere in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection, (ii) in favor of a banking or other financial institution or entities and/or electronic payment service providers arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry and (iii) arising by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or cash management arrangements; (m) 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 Section 7.02 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 7.05 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) [reserved]; (o) Liens existing on property at the time of its acquisition or existing on the property of any Person that becomes a Subsidiary after the Effective Date existing at the time such Person becomes a Restricted Subsidiary and (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or in connection with such Person becoming a Subsidiary Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) any Indebtedness secured thereby is permitted under Section 7.02(f7.03(f) and/or Section 7.03(r)(i); (p) any interest or title of a lessor or sublessor under leases or subleases entered into by the Borrower or any of its 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 its Restricted Subsidiaries in the ordinary course of business; (r) 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 incurrence 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 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; (s) Liens arising from precautionary Uniform Commercial Code financing statement filings or any equivalent filings in respect of any leases; (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (u) 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; (v) 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 issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; (w) the modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and any renewals or extensions thereof(o) of this Section 7.01; 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 thereby is not changedby such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the amount renewal, extension or refinancing of Indebtedness the obligations secured or benefited thereby by such Liens is permitted by Section 7.03; (x) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located; (y) Liens (i) on property of a Non-Loan Party securing Indebtedness that is permitted pursuant to Section 7.03 and (ii) on property of a Foreign Subsidiary securing obligations of such Foreign Subsidiary that are not increased, except Indebtedness; (z) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by an amount equal to a reasonable premium the Borrower or other reasonable amount paid, and fees and expenses reasonably incurred, any of its Restricted Subsidiaries in connection with any refinancingletter of intent or purchase agreement permitted hereunder; (aa) Liens securing obligations that arise in the ordinary or normal course of business and that do not constitute Indebtedness and that are not otherwise expressly contemplated by this Section 7.03; (bb) Liens securing Indebtedness permitted pursuant to Section 7.03(m); (cc) other Liens; provided that at the time of incurrence of the obligations secured thereby, refundingthe aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $215,000,000 and (y) 35.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; (dd) Liens securing Indebtedness or other obligations, renewal provided that at the time of incurrence of the Indebtedness or extension other obligations secured thereby, in the case of such Indebtedness(x) Liens securing Indebtedness or other obligations on the Collateral that are pari passu with the Lien on the Collateral securing the Obligations, the First Lien Leverage Ratio does not exceed 5.00:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.00:1.00 and the First Lien Leverage Ratio at the end of the most recently ended Test Period), (y) Liens securing Indebtedness or other obligations on the Collateral that are junior to the Lien on the Collateral securing the Obligations, the Secured Leverage Ratio does not exceed 5.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 5.25:1.00 and the Secured Leverage Ratio at the end of the most recently ended Test Period) and (z) Liens securing Indebtedness or other obligations on assets that are not Collateral, the Total Leverage Ratio does not exceed 8.25:1.00 (or, to the extent incurred in connection with any acquisition or similar investment not prohibited by this Agreement, the greater of 8.25:1.00 and the Total Leverage Ratio at the end of the most recently ended Test Period), in each case, calculated on a Pro Forma Basis, including the application of the proceeds thereof, as of the last day of the most recently ended Test Period; (ee) Liens securing (i) Indebtedness permitted under Section 7.03(r), Section 7.03(s), 7.03(t), Section 7.03(w) and Section 7.03(y), in each case, to the extent contemplated by, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) subject to the limitations set forth in such Subsidiary was provisions; provided that, to the extent such Lien is on the Collateral, the beneficiaries thereof (or an agent or trustee on their behalf) shall have become party to an Acceptable Intercreditor Agreement pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partythereof; (jff) with respect to any Foreign Subsidiary, other Liens securing other Indebtedness or other liabilities of Ultimate Parent and its Subsidiaries in an aggregate principal amount not to exceed, at any time, the greater of $750,000,000 and 15% of the Net Worth (it being understood that any Lien permitted under any other clause in this Section 7.01 shall not be included in the computation described in this clause (j))privileges arising mandatorily by Law; (kgg) bankers’ [reserved]; (hh) [reserved]; (ii) Liens created or deemed to exist by the establishment of trusts for the purpose of satisfying government reimbursement program costs and other actions or claims pertaining to the same or related matters or other medical reimbursement programs; (jj) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that, such satisfaction or discharge is permitted hereunder; (kk) receipt of progress payments and advances from customers in the nature ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof; (ll) Liens on cash or permitted Investments securing Swap Contracts in the ordinary course of business submitted for clearing in accordance with applicable requirements of Law and Liens on receivables and related assets arising in connection with a Qualified Securitization Financing; (mm) the prior rights of set-off arising consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (nn) Liens on Equity Interests of Unrestricted Subsidiaries; (oo) Liens arising as a result of a Permitted Sale Leaseback or other sale-leaseback permitted by Section 7.05; and (lpp) Liens on proceeds of Indebtedness held in Escrow for so long as the proceeds thereof are and continue to be held in Escrow. For purposes of determining compliance with this Section 7.01, if any assets Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the Allergan Acquired Business or its Subsidiaries existing at the time of consummation of the Allergan Acquisition that are permitted, under the Allergan Merger Agreement (as in effect on the Effective Date), to remain in place following consummation of the Allergan Acquisition, and any renewals or extensions thereof; provided that (i) the property covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any refinancing, refunding, renewal or extension date of such Indebtedness, and (iii) no Subsidiary shall be a primary obligor or guarantor with respect thereto unless (A) such Subsidiary was (or pursuant to the terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such time or (B) such Subsidiary is a Loan Partyreclassification.