Common use of Liens Clause in Contracts

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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 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 ERISA 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 bonds (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 incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. Create, incur, assume or suffer 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 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 date hereof and listed on Schedule 7.01 and acquisition thereof by any renewals Guarantor or extensions thereof, any Subsidiary; provided that (i) the such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not extend apply to any additional other property or assets (other than after-after acquired property that is affixed or incorporated into the property covered by assets) of such Lien Guarantor or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)such Subsidiary; (c) Liens for 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 or if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) (i) 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 ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement Loan Parties 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)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 bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the on use of real property, property and other similar encumbrances incurred in the ordinary course of business which, with respect to all of in the foregoingaggregate, do not 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 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(hclause (i) or securing appeal or other surety bonds related to such judgmentsof Article VII; (i) Liens securing Capital Leases and purchase money Indebtedness any interest or title of a lessor or lessee under any lease permitted under Section 7.03(e); provided that by this Agreement (i) such Liens securing purchase money Indebtedness do not at including any time encumber any property other than the property financed Lien granted 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 lessor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionlessee); (j) Subject Liens on Cash and Carry Securities securing Indebtedness consisting of repurchase agreements relating to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition Cash and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Carry Securities; (k) Liens reserved 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 leases the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed $500,000,000 (plus related obligations) at any time outstanding; (m) immaterial Liens of business premises entered into any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business for rent and for compliance which do not interfere in any material respect with the terms business of the lease limited to equipment Guarantors and fixtures on the leased premisesSubsidiaries, taken as a whole; (lo) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set-set off) and which are within the general parameters customary in the banking industry; or ; (ivp) Liens deemed to exist in connection with Cash Management Obligations repurchase agreements 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred maintained in the ordinary course of business and not for speculative purposes; (oq) Liens that constitute Guarantees are contractual rights of Indebtedness set-off (i) relating to the extent such Guarantees are permitted 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 business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by Section 7.03a Guarantor or a Subsidiary; and (r) Liens arising from precautionary Uniform Commercial Code financing statement filings; (ps) Liens on Property not constituting Collateral for assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness of 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 Loan Parties under Back-to-Back Lending Facilities in an aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not to exceed $50,000,000 250,000,000 at any time. provided, nothing in time outstanding and related obligations; (u) Liens required to be created pursuant to this Section 7.01 shall in Agreement; and (v) Liens on the right of any Subsidiary that is a general partner to issue capital call notices and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject exercise rights with respect to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority capital commitments owing to any ObligationAffiliate that secures Indebtedness of such Affiliate.

Liens. Create, 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 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 date hereof and listed on Schedule 7.01 and acquisition thereof by the Borrower or any renewals or extensions thereofSubsidiary, provided that (i) the such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not extend apply to any additional other property other than after-acquired property that is affixed or incorporated into assets of the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct Borrower or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)Subsidiary; (c) Liens for 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 or if more than sixty (60) days overdue, are unfiled due and no other action has been take to enforce such Lien 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) (i) 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 ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement laws 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)regulations; (f) deposits to secure the performance of bids, trade contracts and (other than for Indebtedness), leases (other than Indebtednesscapital leases), statutory obligations, surety bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the on use of real property, property and other similar encumbrances incurred in the ordinary course of business which, with respect to all of in the foregoingaggregate, are not substantial in amount and do not 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 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 securing appeal or other surety bonds related to such judgmentsany Subsidiary; (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 on the property financed by such Indebtedness and the proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as or assets of any Subsidiary in favor of the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionBorrower; (j) Subject extensions, renewals and replacements of Liens referred to in paragraphs (a) through (i) of this Section 7.01, provided that any such extension, renewal or replacement Lien shall be limited to the consent of Administrative Agentproperty or assets covered by the Lien extended, Liens existing upon property acquired renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an acquisition amount not greater than the amount of the obligations secured by the Lien extended, renewed or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)replaced; (k) Liens reserved any Lien of the type described in leases clause (c) of business premises the definition of the term “Lien” on securities imposed pursuant to an agreement entered into in for the ordinary course sale or disposition of business for rent and for compliance with such securities pending the terms closing of the lease limited to equipment and fixtures on the leased premisessuch sale or disposition; provided that such sale or disposition is otherwise permitted hereunder; (l) Liens arising in connection with any Permitted Receivables Program (i) to the extent the sale by the Borrower or the applicable Subsidiary of its accounts receivable is deemed to give rise to a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) Lien in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 purchaser thereof in such arrangements;accounts receivable or the proceeds thereof); and (m) Liens (i) on cash advances in favor of to secure Indebtedness if, immediately after the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligationsgrant thereof, 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 that would not be permitted but for this clause (m), when aggregated with the amount of Indebtedness permitted by Section 7.01(o) shall 7.04(h), does not exceed the greater of (i) $50,000,000 at any time. provided750,000,000 or (ii) 15% of Consolidated Net Tangible Assets as shown on the most recent consolidated balance sheet delivered pursuant to Section 4.05 or 6.04(a) or (b), nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by as the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationcase may be.

Liens. CreateNone 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 date hereof Effective Date and listed set forth on Schedule 7.01 and any renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby is not increased (except as contemplated by Section 7.03(b7.02(b)), (iii) the direct or any contingent obligor primary obligors and guarantors with respect thereto is are not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(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; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 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 Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.02(f), and any renewals or extensions thereof; 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 covered thereby is not changed, (ii) the amount of Indebtedness secured or benefited thereby does is not exceed as 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 date terms thereof would have been required to become) a primary obligor or guarantor with respect thereto at such Indebtedness time or (B) such Subsidiary is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitiona Loan Party; (j) Subject to the consent other Liens securing other Indebtedness or other liabilities of Administrative Agent, Liens existing upon property acquired Ultimate Parent and its Subsidiaries in an acquisition or 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 Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon Lien permitted under any other property, securing only Indebtedness permitted by clause in this Section 7.03(i7.01 shall not be included in the computation described in this clause (j)); (k) bankers’ Liens reserved in leases the nature of business premises entered into rights of set-off arising in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises;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) of a collection bank arising under Section 4.210 of the UCC on items in the course of collectionproperty covered thereby is not changed, (ii) attaching the amount of Indebtedness secured or benefited thereby is not increased, except by an amount equal to commodity trading accounts a reasonable premium or other commodities brokerage accounts incurred reasonable amount paid, and fees and expenses reasonably incurred, in the ordinary course connection with any refinancing, refunding, renewal or extension of business such Indebtedness, and (iii) in favor of no Subsidiary shall be a banking institution arising as a matter of law encumbering deposits primary obligor or guarantor with respect thereto unless (including the right of set-offA) and which are within the general parameters customary in the banking industry; such Subsidiary was (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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, terms thereof would have been permitted on the date of the creation of required to become) a primary obligor or guarantor with respect thereto at such Lien; time or (nB) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationSubsidiary is a Loan Party.

Liens. CreateEach Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, 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 pursuant to any Loan Documentsecuring payment of the Obligations; (b) purchase money Liens existing on securing Indebtedness of the date hereof and listed 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 thereof, equipment; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofis created within sixty (60) days of the incurrence of such Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed the lesser of the cost or benefited thereby is not increased except as contemplated by Section 7.03(b)the fair market value of such fixed assets or equipment, (iii) such Lien encumbers only the direct fixed assets or equipment that are financed by such Indebtedness and does not attach to any other assets of such Borrower or any contingent obligor with respect thereto is not changed, of its Subsidiaries and (iv) any renewal or extension the amount of the obligations Indebtedness secured or benefited thereby is permitted by Section 7.03(b)not 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 if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) obligations of such Borrower or 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; (ig) pledges Liens created by, or deposits 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 legislationor statutory obligations that secure amounts 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; (h) Liens arising under operating agreements, unitization and pooling agreements and orders, farm-out agreements, gas balancing agreements and other than 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 Lien imposed by ERISA and (ii) pledges and deposits of its Subsidiaries in the ordinary course of business securing liability for reimbursement or indemnification obligations that are taken into account in computing the net revenue interests and working interests 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 such Borrower or any of its Restricted Subsidiaries and (iii) Liens on proceeds warranted in the Security Documents, to the extent that any such Lien does not materially detract from the value of insurance policies securing Indebtedness permitted under Section 7.03(m)(i)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; (fi) Liens arising pursuant to deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness)contracts, statutory obligationsHydrocarbon Licenses, surety bonds (other than bonds related to judgments or litigation), 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, servitudes, permits, reservations, exceptions, covenants and other zoning restrictions as to the use of real property, and other similar encumbrances incurred encumbrances, and minor defects in the ordinary course chain of business whichtitle that are customarily accepted in the oil and gas financing industry, with respect to all none of the foregoing, do not 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 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 Person; (h) Liens securing judgments for the payment such Borrower or any 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangementsits Subsidiaries; (m) Liens (i) on cash advances Liens, if any, granted in favor of the seller of any property LC Issuer to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against cash collateralize or otherwise secure the purchase price for such Investment, and (ii) consisting obligations of an agreement LC Participant that is a Delinquent Lender 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;fund risk participations hereunder; and (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (specified in each case limited to Item 8.2 of the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationDisclosure Schedule.

Liens. Create, 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 pursuant to any Loan Document; (b) Liens on property or assets of the Borrower and its Restricted Subsidiaries existing on the date hereof and listed set forth on Schedule 7.01 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and any renewals Permitted Refinancing thereof; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or extensions thereofasset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or assets of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary, as the case may be; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien is not created in contemplation of or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofin 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 secured Borrower or benefited thereby is not increased except as contemplated by Section 7.03(b), any Restricted Subsidiary and (iii) the direct such Lien secures only those obligations (or any contingent obligor with respect thereto is not changedPermitted Refinancing thereof) which it secures on the date 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 7.03(b)case may be; (cd) Liens for taxes 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 if more than sixty (60ii) 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 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; (e) (if) 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 legislationlaws or regulations; (g) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any Lien imposed of its Restricted Subsidiaries; (i) 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 ERISA and 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 not constituting an Event of Default under Section 7.01(i); (l) Liens on the Collateral (but not any other assets) securing Junior Secured Debt permitted under Section 6.01(n); provided that such Liens are at all times subject to a Junior Lien Intercreditor Agreement; (m) Liens arising with respect to pledges and deposits made in the 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 the ordinary course of business securing liability for reimbursement or indemnification obligations of to (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)Subsidiary; (fn) deposits Liens arising with respect to secure operating leases of the performance property of bidsthe Borrower or any Restricted Subsidiary, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in each case entered into in the ordinary course of business; (go) easementsLiens arising out of conditional sale, rights-of-waytitle retention, servitudes, permits, reservations, exceptions, covenants and other restrictions as to consignment or similar arrangements for the use sale of real property, and other similar encumbrances incurred goods entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business which, with respect to all of the foregoing, do not 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 Personbusiness; (hp) Liens upon specific items of Inventory (as defined in the UCC) or other goods and proceeds of any Person securing judgments such Person’s obligations in respect of bankers’ acceptances issued or created for the payment account of money not constituting an Event such Person to facilitate the purchase, shipment or storage of Default under Section 8.01(h) or securing appeal such Inventory or other surety bonds related to such judgmentsgoods; (iq) 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution customs and revenue authorities arising as a matter of law encumbering deposits (including the right to secure payment of set-off) and which are within the general parameters customary in the banking industry; or (iv) customs duties in connection with Cash Management Obligations and other obligations in respect the importation of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts goods in the ordinary course of business and that are limited to Liens customary in such arrangementsbusiness; (mr) Liens (i) on cash advances or deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant acquisition to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, acquisition and (ii) consisting of an agreement to Dispose of transfer any property in a Disposition permitted under Section 7.05disposition, in each case, solely to the extent such Investment acquisition or Dispositiondisposition, as the case may be, would have been is permitted on the date of the creation of such Lienhereunder; (ns) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited with respect to any interest or title of a lessor under leases entered into by the cash, commodity contracts Borrower or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred the Restricted Subsidiaries in the ordinary course of business and not for speculative purposesbusiness; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (pt) 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 assets of this Section 7.01any Foreign Subsidiary; provided that the such Liens secure only Indebtedness incurred by such Foreign Subsidiary pursuant to Section 6.01(g), (h) or (j) ; and (u) other Liens securing obligations in an aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not to exceed $50,000,000 10,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, of the Borrower or any Material Subsidiary, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and and, if as to each Lien securing Indebtedness or any other obligation in an amount greater than $40,000,000, listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)7.01; (cb) 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; (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 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 GAAPPerson; (e) (id) 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 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)ERISA; (fe) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory or other public obligations, surety bonds (other than bonds related to judgments or litigation)bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gf) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in affecting real property existing on the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) 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(hSubsection 8.01(g) or securing appeal or other surety bonds related to such judgments; (ih) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided that (i) such Liens securing purchase money Indebtedness 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 Indebtedness; (i) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Material Subsidiary and the proceeds and products thereof and (ii) the Indebtedness secured thereby does not exceed as created in contemplation of the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (j) Subject Liens arising under or existing as a result of any federal, state or foreign securities or insurance regulatory law, in each case, that are generally applicable to Persons that are similarly situated to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition Borrower or of any Person its Material Subsidiaries and that becomes a Restricted Subsidiary, existing at are not unique to the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Borrower or its Material Subsidiaries; (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures any Lien existing on the leased premisesproperty, 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 arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by Liens permitted by clauses (a), (c), (h), (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (ivk) in connection with Cash Management Obligations preceding; provided that such Indebtedness is not increased and such Liens do not encumber any property other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in than the ordinary course of business and that are limited property already subject to Liens customary in such arrangementsLiens; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts cash equivalents and investment securities securing obligations under repurchase agreements entered into by the Borrower or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred any Material Subsidiary in the ordinary course of business and not for speculative purposes;business; and (on) 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 7.01any other Liens; provided that the aggregate principal or face amount of all Indebtedness or other obligations outstanding at any time secured by such other Liens under this Section 7.01(o) shall does not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation100,000,000.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Mechanics’, warehousemen’s, landlord’s, materialmen’s, carriers’, and other similar Liens pursuant to any Loan Documentarising in the ordinary course of business that are not overdue for a period longer than 30 days or that are being contested in good faith by appropriate proceedings; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals Pledges or extensions thereofdeposits in connection with workers’ compensation, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changedunemployment insurance, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)other social security legislation; (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 consolidated books of the applicable Person Borrower in accordance conformity with GAAP; (d) carriers’Liens in respect of judgments or awards pending appeal (other than judgments or awards not constituting an Event of Default under Section 7(h)) so long as execution is not levied thereunder, warehousemen’s, mechanics’, materialmen’s, repairmen’s and Liens in favor of plaintiff or other like Liens arising defendant in any action before a court or a tribunal as security for costs or expenses where such action is being prosecuted or defended 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 bona fide interest of the applicable Person in accordance with GAAPBorrower or any other Group Member; (e) (i) pledges Liens on deposits to secure, 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 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 propertyotherwise securing, 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 Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bonds, appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (f) Liens on any fixed or capital assets to secure the purchase of 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 capital lease obligations); provided, that (i) such Lien secures Indebtedness which on the date incurred and after giving pro forma effect thereto is permitted under Section 6.1, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset of any Group Member; and (iv) the Indebtedness secured by such Lien does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (g) Liens (x) outstanding on or over any Assets acquired after the Closing Date, (y) in existence at the date of such acquisition and not created in contemplation thereof, and (z) where the principal amount secured thereby is not increased over the amount so secured and outstanding at the time of such acquisition (other than in the case of Liens for a fluctuating balance facility, by way of utilization of that facility within the limits applicable thereto at the time of acquisition); (h) Liens constituted by a right of set off, or rights over a margin call account, or any form of cash collateral, or any similar arrangement, in any such case for obligations incurred in respect of any Hedge Agreements, as renewed or extended upon the renewal or extension or refinancing or replacement of the obligations secured thereby; (i) Liens existing on the Closing Date and set forth on Schedule 6.2(i) and Liens granted pursuant to the terms of the Nicor Gas Indenture as renewed, extended, refinanced or replaced, provided that such renewal, extension, refinancing, or replacement does not cover any other Assets or increase the obligations secured thereby; (j) Survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties which do not materially impair their use in the operation of the business of the Borrower or any Subsidiary; (k) Liens with respect to any surplus assets leased by the Borrower or any Subsidiary; (l) Liens on any property owned by a Person other than the Borrower or any Subsidiary if the Borrower or a Subsidiary holds only leasehold interests or easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the licenses or similar rights of use of real property, and other similar encumbrances incurred in the ordinary course of business which, or occupancy with respect to all of the foregoing, do not 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)property; 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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;and (m) Liens (i) created or outstanding on cash advances in favor Assets of the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts Borrower or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the ObligationsGroup Members, 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 outstanding principal, capital and nominal amounts secured by all Liens created or outstanding as permitted under clauses (f), (g), (h) and (i) above and this Section 7.01(oclause (m) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and time exceed 10% of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationConsolidated Net Worth.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingfollowing (“Permitted Liens”): (a) Prior to the date the Parent Borrower receives an Investment Grade Rating: (ai) Liens described in Section 7.01(b)(i) through (xi); and (ii) during the Collateral Period, Liens securing Indebtedness permitted under Section 7.12(a)(vii); (iii) Liens securing Indebtedness of the Parent Borrower in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (iv) Liens securing Indebtedness of the Subsidiaries in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; and (b) From and after the date the Parent Borrower receives an Investment Grade Rating: (i) Liens pursuant to any Loan DocumentDocument or securing any Obligation; (bii) Liens existing on the date hereof and provided, that to the extent any such Liens secure Indebtedness in excess of $10,000,000 in the aggregate, they are listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) and the direct or any contingent obligor with respect thereto principal amount of the Indebtedness thereby secured is not changedincreased, other than by the additional amount of premium, if any, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)accrued interest on such Indebtedness and reasonable expenses incurred in connection therewith; (ciii) Liens for taxes not yet due delinquent 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; (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 30 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (ev) (i) 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 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)ERISA; (fvi) 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 (other than including surety and appeal bonds related to judgments or litigationonly to the extent permitted by clause (viii) of this Section 7.01), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gvii) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar charges or encumbrances incurred which, in each case are granted, entered into or created in the ordinary course of business which, with respect to all of the foregoing, do not 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 such Person; (hviii) attachments or other 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; (iix) Liens on property securing Capital Leases and purchase money Indebtedness obligations permitted under Section 7.03(e7.12(a)(v), provided that the amount of such obligations shall not exceed at any time an aggregate amount equal to one percent (1%) of Net Tangible Assets; (x) Liens on property or assets of any Subsidiary securing Indebtedness of such Subsidiary owing to a Borrower; (xi) Liens on (A) property or shares of equity interests of a Person that becomes a Subsidiary after the Closing Date, or (B) Acquired Assets acquired by a Borrower or a Subsidiary after the Closing Date, including any acquisition by means of merger or consolidation with or into a Borrower or a Subsidiary which is permitted by Section 7.02; provided that (i) such Liens securing purchase money Indebtedness do not were in existence at any the 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 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 Restricted Subsidiary, existing Subsidiary or at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collectionsuch Acquired Assets, (ii) attaching to commodity trading accounts such Liens were not created in contemplation of the acquisition of such Person or other commodities brokerage accounts incurred in the ordinary course of business such Acquired Assets, (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including such Liens do not encumber property other than property owned by such Person or the right of set-off) and which are within the general parameters customary in the banking industry; or Acquired Assets then acquired, (iv) if, as a result of the acquisition, the Indebtedness secured by such Liens is or becomes Indebtedness of the Parent Borrower but not Indebtedness of any Subsidiary, then the aggregate principal amount of Indebtedness secured thereby shall not exceed the Incremental EBITDA of the Acquired Subsidiary or such Acquired Assets; and (xii) 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 addition to Liens customary in such arrangements; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the foregoing clauses of this Section 7.01; (i) through (xi), other Liens securing Indebtedness, provided that in no event will the aggregate unpaid principal or face amount of all Indebtedness secured by such other Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and time an amount equal to 15% of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationNet Tangible Assets.

Liens. CreateThe Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer permit to exist any Lien upon on any of its property, assets property or revenues, whether asset now owned or hereafter acquiredacquired by it, other than the followingor assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens pursuant to any Loan Documentcreated under the Security Documents; (b) Liens any Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the date hereof and listed on set forth in Schedule 7.01 and any renewals or extensions thereof8.02, provided that (i) the such Lien does shall not extend apply to any additional other property other than after-acquired property that is affixed or incorporated into asset of the property covered by such Lien Parent or financed by Indebtedness permitted under Section 7.03 any Restricted Subsidiary and proceeds and products thereof, (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 secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)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 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 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 under (i) pledges or deposits in the ordinary course of business in connection with workers’ compensationworker’s compensation (including, without limitation, worker’s compensation insurance programs), unemployment insurance and other social security legislation, other than any Lien imposed by ERISA legislation and (ii) pledges general liability, automobile liability, excess liability, fiduciary liability, directors and deposits in the ordinary course of business securing officers 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 and foreign 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)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 bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 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, with respect to all of in the foregoingaggregate, do are not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) 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) or securing appeal or other surety bonds related to such judgments;credit drawings; and (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); on fixed or capital assets acquired, constructed or improved by the Parent or any Restricted Subsidiary, provided that (i) such Liens securing purchase money secure Indebtedness do not at any time encumber any property other than the property financed permitted by Section 8.01(e), (ii) such Indebtedness Liens and the proceeds and products thereof and Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed as the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the date such Indebtedness is incurred the cost Parent or fair market value, whichever is lower, of the property being acquired on the date of acquisitionany Subsidiary; (j) Subject Liens on property of Restricted Subsidiaries that are not Obligors, so long as such Liens do not extend to the consent of Administrative Agent, Liens existing upon cover property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Obligor; (k) Liens reserved 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 leases the intellectual property of business premises entered into the Parent or any Restricted Subsidiary granted in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbusiness; (l) Liens on the Equity Interests of, and on the property or assets of, a Project Entity securing Non-Recourse Project Indebtedness; (im) of Liens on property purchased or built pursuant to any engineering, construction, procurement, manufacturing, equipment or supply contract (each, a collection bank arising under Section 4.210 of the UCC on items in the course of collection, “Customer Contract”) with a customer (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iiiincluding any Governmental Authority) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and such customer, 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 Liens arise in the ordinary course of business and that are limited to Liens customary in such arrangements; (m) Liens (i) on cash advances in favor secure the performance obligations of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(iParent or the relevant Restricted Subsidiary (as applicable) and (j),to be applied against the purchase price for under such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such LienCustomer Contract; (n) Liens encumbering reasonable customary initial deposits constituting security referred to in paragraphs (c)(ii), (c)(iii) and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such accountg) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;Section 8.01; and (o) additional Liens that constitute Guarantees of Indebtedness to upon real or personal property created after the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligationsdate hereof, 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 obligations secured by Liens under this Section 7.01(o) thereby shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation50,000,000.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 7.01(b) and any renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b7.02(d), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by under Section 7.03(b7.02(d); (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 30 days or or, if more than sixty (60) days overdue30 days, 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, 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, (including zoning restrictions) and other similar encumbrances incurred or title defects affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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(e7.02(f); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and 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 the date of acquisition; (j) Subject Liens not otherwise permitted by this Section so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not exceed $2,000,000 at any time and (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets encumbered thereby does not exceed (as to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of Loan Parties) $3,000,000 at any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)one time; (k) Liens reserved 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 leases contemplation of business premises entered such merger, consolidation or Investment, do not extend to any 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 Section 7.02(f)); (l) Liens arising in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and one or more financial institutions in which are within the general parameters customary in the banking industry; any Loan Party maintains one 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 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 are limited to such Liens customary in such arrangementssecure amounts outstanding for not more than thirty days from the date of incurrence; (m) precautionary Liens (i) on cash advances arising from filing UCC financing statements in favor respect of the seller of operating leases, provided that such Liens do not extend to any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation assets other than those subject of such Lienoperating lease; (n) Liens encumbering reasonable attaching to brokerage or securities accounts with respect to Investments permitted by Section 7.03 to secure usual and customary initial deposits and margin deposits and similar Liens fees incurred in the ordinary course in connection with the maintenance of such brokerage or securities accounts; and (in each case limited o) to the cashextent constituting a Lien, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred 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 for speculative purposes; exceeding five (o5) 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 7.01years; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in however, that this Section 7.01 shall in and not apply to treasury stock of itself constitute or be deemed the Borrower 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 extent constituting margin stock (a) through (o) above ranks in priority to any Obligationwithin the meaning of Regulation U of the FRB).

Liens. Create, incur, assume assume, suffer or suffer permit to exist any Lien upon or other encumbrance of any nature whatsoever on any of its property, the assets or revenuescapital stock of the Credit Parties or any Subsidiary of a Credit Party, whether now owned or hereafter acquiredowned, other than the following:following (“Permitted Liens”): (a) Liens pursuant securing the payment of taxes or utility charges and which arise by operation of law, which Liens are either not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings, and as to any Loan Documentwhich it shall have set aside on its books adequate reserves; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted deposits under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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, repairmenworkmen’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 legislationlaws, other than any Lien imposed by ERISA 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 tenders, contracts and leases (other than Indebtedness)for the repayment of borrowed money) or Leases, or to secure statutory obligationsobligations or surety or appeal bonds, surety bonds (other than bonds related or to judgments or litigation)secure indemnity, performance or other similar bonds and other obligations of a like nature incurred arising in the ordinary course of business; (c) Liens imposed by law, such as banker’s, carriers’, warehousemen’s, landlord’s, laborers’ or mechanics’ liens, incurred by it in good faith in the ordinary course of business, and Liens with respect to judgments but only to the extent that (i) any such judgment does not otherwise constitute an Event of Default pursuant to Section 8.01(m), and (ii) either (A) such Lien is not prior or senior to any of the Liens granted to the Secured Parties and/or the Administrative Agent pursuant to the Security Documents unless bonded in full to the Administrative Agent’s reasonable satisfaction, or (B) such Lien attaches solely to property of the Credit Parties, if any, with respect to which the Secured Parties and the Administrative Agent do not assert a Lien; (d) security interests and Liens in favor of the Administrative Agent under the Security Documents; (e) Capitalized Leases described in Section 7.01(c) and security interests granted by Purchase Money Security Agreements to the extent permitted by Section 7.01(c); provided that each such Lien shall at all times be limited solely to the item or items of property so acquired and identifiable proceeds thereof; (f) restrictions, covenants, easements, rights of way and minor irregularities in title which do not and will not materially interfere with the occupation, use and enjoyment by any Credit Party or their Subsidiaries of such properties and assets in the normal course of its business as presently conducted (or with respect to after-acquired property, as intended to be conducted) or materially impair the value or transferability of such properties and assets for the purpose of such business; (g) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as Liens securing the Indebtedness permitted by Section 7.01(e) to the use extent set forth in said Schedule 7.01; (h) any other Liens existing on the date hereof and described in Schedule 7.02 attached hereto; (i) Liens assumed in connection with Indebtedness permitted by clause (i) or (ii) of Section 7.01(h); (j) licenses, leases or subleases of real property, and estate granted to other similar encumbrances incurred Persons in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in any case materially interfere with the Credit Parties’ conduct of their business or 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Credit Party’s assets; (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures disclosed on the leased premisestitle reports delivered to the Administrative Agent on the date hereof and consented to by the Administrative Agent or the title policies delivered to the Administrative Agent on the Closing Date, provided that such Liens do not extend to assets or secure Indebtedness in addition to those existing on the Closing Date; (l) Liens (i) of a collection bank arising under Section 4.210 of transfer restrictions imposed by Applicable Law or noted on the UCC on items in certificate evidencing Equity Interests, and consented to by the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangementsAdministrative Agent; (m) Liens (i) on cash advances in favor present and future zoning laws, ordinances, resolutions, orders and regulations of all municipal, county, state or federal governments having jurisdiction over the seller property and the use of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lienimprovements thereon; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited any state of facts disclosed on the surveys delivered to the cashAdministrative Agent on the Closing Date and, commodity contracts with respect to real property hereafter acquired, such state of facts as a current, accurate survey of the property would disclose, provided the same do not render title unmarketable or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in materially adversely affect the ordinary course use of business and not the property for speculative its intended purposes; (o) Liens that constitute Guarantees rights, if any, of Indebtedness any utility company to construct and/or maintain lines, pipes, wires, cables, poles, conducts and distribution boxes and equipment in, over, under, and/or upon the extent such Guarantees are permitted by Section 7.03property or any portion thereof, provided the same do not render title unmarketable; (p) variations between record line and retaining walls; encroachments of adjoining premises upon the property, provided the same do not render title unmarketable; (q) the printed exclusions from coverage listed in any title commitment or title insurance policy; (r) with respect to any real property as to which a Credit Party or Subsidiary holds leasehold interest, the terms and conditions of the lease giving rise to such leasehold interest, and any Liens on Property not constituting Collateral for the Obligations, underlying fee interest of the Cash Management Obligations or the Secured Swap Obligations lessor in such property; and (s) such other title 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 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 survey exceptions as Administrative Agent has approved or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks may approve in priority to any Obligationwriting in its reasonable discretion.

Liens. Create, 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 pursuant to on property or assets of any Loan Document; (b) Liens Guarantor or any Subsidiary existing on the date hereof and listed on set forth in Schedule 7.01 6.02 and any extensions, renewals or extensions replacements thereof, ; provided that such Liens (i) shall secure only those obligations that they secure on the date hereof and permitted refinancings thereof and (ii) shall encumber only those properties and assets of such Guarantor or such Subsidiary that they encumber on the date hereof; (b) any Lien existing on any property or asset prior to the acquisition thereof by any Guarantor or any Subsidiary; provided that (i) the such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not extend apply to any additional other property other than after-acquired property that is affixed or incorporated into the property covered by assets of such Lien Guarantor or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)such Subsidiary; (c) Liens for 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 or if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) (i) 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 ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement laws 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)regulations; (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 bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the on use of real property, property and other similar encumbrances incurred in the ordinary course of business which, with respect to all of in the foregoingaggregate, do not 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 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(hclause (i) or securing appeal or other surety bonds related to such judgmentsof Article VII; (i) Liens securing Capital Leases and purchase money Indebtedness any interest or title of a lessor or lessee under any lease permitted under Section 7.03(e); provided that by this Agreement (i) such Liens securing purchase money Indebtedness do not at including any time encumber any property other than the property financed Lien granted 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 lessor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionlessee); (j) Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition on Cash and not incurred in contemplation thereof, and not upon any other property, Carry Securities securing only Indebtedness permitted by Section 7.03(i6.01(c); (k) Liens reserved 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 leases the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) immaterial Liens of business premises entered into any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business for rent and for compliance which do not interfere in any material respect with the terms business of the lease limited to equipment Guarantors and fixtures on the leased premisesSubsidiaries, taken as a whole; (lo) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set-set off) and which are within the general parameters customary in the banking industry; or ; (ivp) Liens deemed to exist in connection with Cash Management Obligations repurchase agreements 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred maintained in the ordinary course of business and not for speculative purposes; (oq) Liens that constitute Guarantees are contractual rights of Indebtedness set-off (i) relating to the extent such Guarantees are permitted 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 business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by Section 7.03a Guarantor or a Subsidiary; and (r) Liens arising from precautionary Uniform Commercial Code financing statement filings; (ps) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described in Section 6.01(d) and not otherwise permitted by the foregoing clauses of related obligations; and (u) Liens required to be created pursuant to this Section 7.01; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationAgreement.

Liens. CreateBorrower 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereofcollectively, provided that "PERMITTED LIENS"): (i) Liens under the Lien does not extend to any additional property other than after-acquired property that is affixed Loan Documents or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofotherwise arising in favor of Lender, (ii) the amount secured Liens imposed by law for taxes, assessments or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or charges of any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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 or if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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; (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 ERISA 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 GAAP to the Borrower or any satisfaction of Lender in its Restricted Subsidiaries and sole discretion, (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 bonds (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 incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (liv) Liens (iA) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts incurred or other commodities brokerage accounts incurred deposits made 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) including, without limitation, surety bonds and which are within the general parameters customary in the banking industry; or (ivappeal bonds) in connection with Cash Management Obligations workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations in respect and other similar obligations, or (B) arising as a result of netting servicesprogress payments under government contracts, overdraft protections and similar arrangements(v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), in each case or (B) in connection with deposit accounts the purchase by such Person of equipment in the ordinary normal 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 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 Investmentbusiness, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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) such payables shall not exceed $50,000,000 at any time. providedlimits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, nothing (vi) Liens necessary and desirable for the operation of such Person's business, provided Lender has consented to such Liens in this Section 7.01 shall 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 itself constitute or be deemed the rights and remedies of Lender, all in form and substance satisfactory 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 in its sole discretion; and (avii) through (o) above ranks in priority to any ObligationLiens disclosed on Schedule 7.3.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan DocumentDocument or otherwise in favor of the Lender; (b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(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; (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 days or if more than sixty thirty (6030) 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 GAAPPerson; provided that a reserve or other appropriate provision shall have been made therefor; (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 ERISA 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)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 bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments); (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.02(c); 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 the date of acquisition;. (ji) Subject licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not interfering 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, 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 consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation continuance thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases arising solely by virtue of business premises entered into in the ordinary course any statutory or common law provision relating to bankers’ liens, rights of business for rent setoff or similar rights and for compliance remedies as to deposit accounts or to other funds maintained with the terms of the lease limited to equipment and fixtures on the leased premisesa depository institution; (l) Liens (i) licenses of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 intellectual property granted by any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred Loan Party in the ordinary course of business and not for speculative purposesinterfering in any material respect with the ordinary conduct of 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 business under Section 4-210 of the UCC covering only the items being collected upon; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are good faith deposits required in connection with any investment transaction permitted by under Section 7.03;; and (p) Liens on Property not to the extent 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 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 a Lien, right or other interest escrow arrangements securing indemnification obligations associated any investment transaction permitted under subsections (a) through (o) above ranks in priority to any ObligationSection 7.03.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens created pursuant to any Loan Documentthe Credit Documents; (b) Liens under the Collateral Documents given to secure obligations under Swap Contracts between any Credit Party and any Lender or Affiliate of a Lender or any Person that was a Lender or Affiliate of a Lender at the time it entered into such Swap Contract, provided that such Swap Contracts are otherwise permitted under Section 8.03; (c) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 8.01, or, to the extent not so listed, Liens, which, when taken together with all other Liens existing on the Closing Date and not so listed, secure Indebtedness in an aggregate principal amount not exceeding $5.0 million, in each case together with any extensions, replacements, modifications or renewals or extensions thereof, of the foregoing; provided that the collateral interests are not broadened or increased or secure any Property not secured by such Liens on the Closing Date (i) the Lien does not extend but shall be permitted to any additional property other than apply to after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and the proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(bforegoing); (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) Liens for taxes, assessments or governmental charges or levies not yet due or to the extent non-payment thereof is permitted under Section 7.05; (e) 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 are business, provided that such Liens secure only amounts not overdue for a period of more than 60 days or yet due and payable or, if more than sixty (60) days overduedue and payable, are unfiled and no other action has been take taken to enforce such Lien the same, are not overdue by more than 30 days, 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 a foreclosure, sale or loss proceeding on account thereof (other than a proceeding where foreclosure, sale or loss has been stayed)); (ef) (i) pledges Liens incurred or deposits made by any member of the Consolidated Group in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislationsecurity, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (g) Liens in connection with attachments or judgments (including judgment or appeal bonds) that do not result in an Event of Default under Section 9.01(i); (h) easements, rights-of-way, covenants, conditions, restrictions (including zoning restrictions), declarations, rights of reverter (other than with respect to Property subject to a Mortgage), minor defects or irregularities in title and other similar charges or encumbrances, whether or not of record, that do not, in the aggregate, interfere in any Lien imposed by ERISA and (ii) pledges and deposits in material respect with the ordinary course of business of the Borrower or its Subsidiaries, or in respect of any real property which is subject to a Mortgage, any title defects, liens, charges or encumbrances (other than such prohibited monetary Liens) which the title company is prepared to endorse or insure by exclusion or affirmative endorsement reasonably acceptable to the Administrative Agent and which is included in any title policy; (i) Liens on property of any Person securing purchase money and Sale and Leaseback Transaction Indebtedness (including capital leases and Synthetic Leases) of such Person, in each case to the extent incurred under Section 8.03(c) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided, that any such Lien attaches only to the Property financed or leased and such Lien attaches prior to, at the time of or within one hundred eighty (180) days after the later of the date of acquisition of such property or the date such Property is placed in service (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), any such Lien attaches only to the Property that was so financed with the proceeds of the Indebtedness so refinanced); (j) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of any member of the Consolidated Group; (k) any interest or title of a lessor or sublessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases and subleases permitted by this Credit Agreement; (l) 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 Liens deemed to exist in connection with Investments in repurchase agreements that constitute Investments permitted by Section 8.02 hereof; (m) normal and customary rights of setoff upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to bankers liens, rights of setoff or similar rights in favor of banks or other depository institutions not securing Indebtedness; (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 Property securing obligations incurred under Section 8.03(h) (or any refinancing of such Indebtedness incurred under Section 8.03(l)); provided that the Liens are not incurred in connection with, or in contemplation or anticipation of, the acquisition and do not attach or extend to any Property other than the Property so acquired (or, in the case of Liens securing a refinancing of such Indebtedness pursuant to Section 8.03(l), the Property acquired with the proceeds of the Indebtedness so refinanced); (p) other Liens, provided that such Liens do not secure obligations in excess of $40.0 million; (q) Liens in respect of any Indebtedness permitted under Section 8.03(g) to the extent such Liens extend only to Property of the Foreign Subsidiary or Foreign Subsidiaries incurring such Indebtedness (other than a Foreign Subsidiary that is a borrower under this Credit Agreement); (r) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries and Subsidiary; (iiis) Liens solely on proceeds any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of insurance policies the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens securing Indebtedness permitted under obligations incurred pursuant to Section 7.03(m)(i8.03(n); (fu) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other Liens on Capital Stock in joint ventures securing obligations of a like nature incurred in such joint venture, to the ordinary course extent required by the terms of businessthe organizational documents or material contracts of such joint venture; (gv) easementsLiens on goods or inventory the purchase, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to shipment or storage price of which is financed by a bank guarantee or bankers’ acceptance issued or created for the use account of real property, and other similar encumbrances incurred the Borrower or any Subsidiary in the ordinary course of business whichso long as such Liens are extinguished when such goods or inventory are delivered to the Borrower or a Subsidiary; provided, with respect to all that such Lien secures only the obligations of the foregoing, do not secure the payment Borrower or such Subsidiaries in respect of Indebtedness of a Loan Party (other than pursuant such bankers’ acceptance or bank guarantee 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 Personextent permitted under Section 8.03; (hw) 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 insurance premiums financing arrangements, 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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;the applicable unearned insurance premiums; and (mx) Liens (i) on cash advances in favor of the seller of Borrower or any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the foregoing clauses of this Section 7.01Guarantor; provided that if any such Lien shall cover any Collateral, the aggregate principal or face amount holder of all Indebtedness secured by Liens under this Section 7.01(o) such Lien shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in execute and of itself constitute or be deemed deliver to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject a subordination agreement in form and substance reasonably satisfactory to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationthe Administrative Agent.

Liens. Create, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes 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 if more than sixty (60) days overdue, which are unfiled and no other action has been take to enforce such Lien 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; (e) (ic) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or other similar insurance; (d) deposits to secure the performance of bids, tenders, trade 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 imposed 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 ERISA 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; (v) (i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations 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)Subsidiary; (fw) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments any Lien existing on any property 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 asset prior to the use acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of real property, and other similar encumbrances incurred in any Person that becomes a Subsidiary after the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant Closing Date prior 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 time such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e)Person becomes a Subsidiary; provided that (i) such Liens securing purchase money Indebtedness do Lien is 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred created in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for acquisition or such Investment, and (ii) consisting of an agreement to Dispose of any property in Person becoming a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or DispositionSubsidiary, as the case may be, would have been (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 creation 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 thereof (other than by an amount not in excess of such Lienfees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (nx) Liens encumbering reasonable customary initial solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits and margin deposits and similar Liens (made by Borrower or any of the Subsidiaries in each case limited to the cash, commodity contracts connection with any letter of intent or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposespurchase agreement permitted hereunder; (oy) Liens on securities that constitute Guarantees are the subject of Indebtedness to the extent such Guarantees are repurchase agreements constituting Investments permitted by under Section 7.036.06; (pz) Liens on Property granted by any Subsidiary that is not constituting Collateral for the Obligations, the Cash Management Obligations a Loan Party in favor of Borrower or the Secured Swap Obligations and any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (aa) Liens securing Indebtedness or other obligations in an aggregate amount not otherwise permitted by the foregoing clauses of this Section 7.01to exceed $22,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (as defined in the aggregate principal or face amount of all Indebtedness secured by Security Agreement), other than Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. providedgranted pursuant to the Security Documents or, 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 Lienthe Intercreditor Agreement, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsecure the First Lien Obligations.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Documentsecuring the Notes; (b) Liens existing on the date hereof of this Agreement and listed on Schedule 7.01 10.1 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b10.3(a)(iv), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(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 which are if payment of the obligation secured thereby is not yet 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 the validity or amount of 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) (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 ERISA 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, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigation)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-wayway and other rights, servitudes, permitsexceptions, reservations, exceptionsconditions, limitations, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, that do not 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 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(h11(g) 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)existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens securing purchase money Indebtedness do Lien is not at any time encumber any property other than the property financed by created in contemplation of or in connection with such Indebtedness and the proceeds and products thereof and Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Indebtedness secured thereby does not exceed as of MLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Indebtedness is incurred the cost or fair market valuePerson becomes a Restricted Subsidiary and any renewals, whichever is lower, of the property being acquired on the date of acquisitionextensions and modifications (but not increases) thereof; (j) Subject to conventional provisions contained in contracts or agreements affecting properties under which the consent of Administrative AgentIssuer, Liens existing upon property acquired in an acquisition the MLP or of any Person that becomes a Restricted SubsidiarySubsidiary is required immediately before the expiration, existing at the time termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such acquisition Person’s rights, titles and not incurred interests in contemplation thereof, and not upon any other to all or a portion of such property, securing only Indebtedness permitted by Section 7.03(i); (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 of business premises entered into in the ordinary course of business thereof for rent and or for compliance with the terms of such leases (other than Liens securing 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 limited or permit and the rights reserved or vested in any governmental authority or public utility to equipment terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, and fixtures on the leased premises(iv) zoning laws and ordinances and municipal regulations; (l) Liens on the Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (ia)(i) and (a)(iii) of a collection bank arising under Section 4.210 the definition of the UCC on items “Non-Recourse” set forth in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangementsSchedule B; (m) Liens that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(ior their agent) and (j),to be applied against the purchase price for other necessary parties of appropriate documentation governing such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;arrangement; and (n) Liens encumbering reasonable customary initial deposits securing Indebtedness in an aggregate principal amount not to exceed, at the time of incurrence of such Indebtedness, an amount equal to 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 margin deposits proceeds (including dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar Liens (in each case limited to the cashproceeds) of, commodity contracts and property evidencing or embodying, or constituting rights or other Investments in general intangibles directly relating to or arising out of, and accessions and improvements to, such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 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 property subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsuch Liens.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Restatement Date and listed on Schedule 7.01 to this Agreement and any renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b)increased, (iii) the direct or any contingent obligor with respect thereto amount of the Indebtedness secured thereby is not changedincreased, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)under this Agreement; (c) Liens for 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 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants restrictions and other restrictions as to the use of encumbrances affecting real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and property 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) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing Capital Leases any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and purchase money Indebtedness permitted under Section 7.03(e)not created in contemplation of such acquisition; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or in connection with such 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 7.04(e); (k) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase money price of such property or to secure Indebtedness do not at any time encumber any incurred to finance the acquisition of such property; provided that (i) no such Lien shall be extended to cover property other than the property financed by such Indebtedness and the proceeds and products thereof being acquired, and (ii) the Indebtedness thereby 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i7.04(e); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (im) any interest or title of a collection bank arising lessor under Section 4.210 of any lease entered into by the UCC on items Borrower or any Subsidiary in the ordinary course of collection, its business and covering only the assets so leased; and (iin) attaching to commodity trading accounts or other commodities brokerage accounts Liens incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts margin requirements under Lender Hedging Agreements not to exceed 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 5,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. Create, 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 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 date hereof ordinary course of business, securing payment of fees, indemnities, charges for returning items and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)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 taxes (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 if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) pledges or deposits 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 any Lien imposed by ERISA and in respect of employee benefit plans subject to ERISA) or (ii) pledges and deposits to any supplier of the Borrowers to the extent such deposit was set forth in the Approved Budget; (i) 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 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 Borrowers and (iii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 7.03(m)(i)their Subsidiaries; (fj) deposits of money securing leases to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), 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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures solely on the leased premisesReal Property, Permitted Real Estate Encumbrances; (l) Liens (i) of a collection bank arising under Section 4.210 of in existence on the UCC on items in the course of collectionEffective Date securing performance bonds, (ii) attaching surety bonds, public or statutory obligations, regulatory obligations or with respect to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations workers’ compensation claims, and other bonds or obligations in respect of netting services, overdraft protections and similar arrangementslike nature, in each case in connection with deposit accounts in the ordinary course of business and that are limited to Liens customary in such arrangements;existence on the Effective Date; and (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationprecautionary Lien filings regarding operating leases.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Restatement Date and listed on Schedule 7.01 to this Agreement and any renewals or extensions thereof, ; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b)increased, (iii) the direct or any contingent obligor with respect thereto amount of the Indebtedness secured thereby is not changedincreased, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)under this Agreement; (c) Liens for 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 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants restrictions and other restrictions as to the use of encumbrances affecting real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and property 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) or securing appeal or other surety bonds related to such judgmentsDefault; (i) Liens securing Capital Leases any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and purchase money Indebtedness permitted under Section 7.03(e)not created in contemplation of such acquisition; provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, (ii) such Lien was not created in contemplation of or in connection with such 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 7.04(e); (k) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase money price of such property or to secure Indebtedness do not at any time encumber any incurred to finance the acquisition of such property; provided that (i) no such Lien shall be extended to cover property other than the property financed by such Indebtedness and the proceeds and products thereof being acquired, and (ii) the Indebtedness thereby 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i7.04(e); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens reserved in or exercisable under any lease or sublease to which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue and the Borrower or Subsidiary is in material compliance with the terms and conditions thereof; (im) any interest or title of a collection bank arising lessor under Section 4.210 of any lease entered into by the UCC on items Borrower or any Subsidiary in the ordinary course of collection, its business and covering only the assets so leased; and (iin) attaching to commodity trading accounts or other commodities brokerage accounts Liens incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts margin requirements under Lender Hedging Agreements not to exceed 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 5,000,000] at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the followingexcept: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof, provided that governmental charges or levies (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet due or which that are being contested in good faith and by appropriate proceedings diligently conducted, if proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings or its Subsidiaries, as the applicable Person case may be, in accordance conformity with GAAPGAAP and such Liens do not have priority over the Administrative Agent’s Liens or (ii) not required to be paid pursuant to Section 6.3; (db) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’smaterialmens’, repairmen’s workmens’, suppliers’, repairmens’ or other like Liens arising in the ordinary course of business which that are not overdue for a period of more than 60 thirty (30) days or if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) (i) pledges Liens imposed by Requirements of Law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation; provided that (i) such Liens are for amounts not yet due and payable or delinquent or, other than to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property subject to any such Lien imposed by ERISA 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 extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber any of its Restricted Subsidiaries property other than cash and (iii) Liens on proceeds of insurance policies securing Indebtedness permitted under Section 7.03(m)(i)Cash Equivalents; (fd) deposits to secure the performance of bids, trade contracts and leases (other than Indebtednessfor borrowed money), leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature nature, each incurred in the ordinary course of businessbusiness (other than for indebtedness or any Liens arising under ERISA); (ge) easements, rights-of-way, servitudesrestrictions (including zoning restrictions), permitscovenants, reservationslicenses, exceptionsencroachments, covenants protrusions and other restrictions as similar charges or encumbrances, and minor title deficiencies on or with respect to the use of any real property, and other similar encumbrances in each case whether now or hereafter in existence, incurred in the ordinary course of business whichthat, with respect to all of in the foregoingaggregate, do are not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) substantial in amount and which that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings and its Subsidiaries; (f) the applicable Personlicensing of patents, trademarks, copyrights and other Intellectual Property rights in the ordinary course of business; (g) Liens listed on Schedule 7.3(g), securing Indebtedness permitted by Section 7.2(d), provided that no such Lien shall be extended to cover any additional property after the Effective Date and that the amount of Indebtedness secured thereby is not increased (it being understood that in the case of this clause (g) individual financings of specific equipment provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (h) Liens securing judgments for Indebtedness of Holdings or its Subsidiaries incurred pursuant to Section 7.2(e) to finance the payment acquisition of money not constituting an Event of Default under Section 8.01(h) fixed 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); capital assets, provided that (i) such Liens securing purchase money Indebtedness shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and the proceeds and products thereof and (iiiii) the amount of Indebtedness secured thereby does is not exceed as increased (it being understood that in the case of this clause (h) individual financings of specific equipment assets provided by one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (i) Liens created pursuant to the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionSecurity Documents; (j) Subject to any interest or title of a lessor under any lease entered into by Holdings or its Subsidiaries in the consent ordinary course of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at its business and covering only the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)assets so leased; (k) Liens reserved arising out of judgments, attachments or awards that do not constitute an Event of Default under Section 8.1(h) of this Agreement; (l) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to Holdings and its Subsidiaries) exceed the greater of $5,000,000 and 7.5% of LTM Consolidated Adjusted EBITDA at any one time; (m) any interest or title of a lessor, sublessor, licensor or licensee under any lease or license entered into by the Borrower or any other Subsidiary in leases the ordinary course of business premises its business; (n) Liens arising out of a conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbusiness; (lo) Liens arising from precautionary UCC (ior equivalent) financing statements filed under operating leases or consignment of a collection bank arising under Section 4.210 goods; (p) bankers’ Liens, rights of the UCC setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on items deposit in the course of collectionone or more accounts maintained by any Loan Party, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in each case granted in the ordinary course of business (iii) in favor of a banking institution arising as a matter the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law encumbering law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (q) Liens attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and a Permitted Acquisition or other obligations in respect of netting services, overdraft protections and similar arrangements, in each case relevant Specified Investment or attaching solely to ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits in connection with deposit accounts an acquisition of property not otherwise prohibited hereunder, including, without limitation, prohibited pursuant to Section 7.15; (r) Liens of a collecting bank arising in the ordinary course of business and that are limited to Liens customary under Section 4-208 of the Uniform Commercial Code in such arrangementseffect in the relevant jurisdiction, covering only the items being collected upon; (ms) Liens (i) on cash advances granted by a Subsidiary that is not a Loan Party in favor of the seller Borrower or another Loan Party in respect of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for Indebtedness or other obligations owed by such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely Subsidiary to the extent Borrower or such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lienother Loan Party; (nt) Liens encumbering reasonable customary initial deposits on insurance policies and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred proceeds thereof granted in the ordinary course of business and not for speculative purposesto secure the financing of insurance premiums with respect thereto under Section 7.2(k); (ou) Liens that constitute Guarantees on property or assets of Indebtedness a person existing at the time such person or asset is acquired or merged with or into or consolidated with any Loan Party or Subsidiary thereof to the extent permitted hereunder (and not created in anticipation or contemplation thereof); provided that such Guarantees Liens (i) do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon) and are permitted no more favorable to the lienholders than such existing Lien and (ii) (1) do not secure Indebtedness in excess of $1,500,000 in the aggregate at any one time outstanding or (2) as at the time such person or asset is acquired or merged with or into or consolidated with any Loan Party or Subsidiary, the Total Net Leverage Ratio of Holdings and its Subsidiaries, on a consolidated basis, for the most recently ended four Fiscal Quarter period for which financial statements were required to be delivered pursuant to Section 6.1(a) or (b) does not exceed 3.50:1.00 on a pro forma basis (it being understood that in the case of this clause (u) individual financings of specific equipment provided by Section 7.03one lender may be cross collateralized to other financings of specific equipment provided by such lender or its affiliates); (pv) Liens on Property securing Indebtedness of Foreign Subsidiaries of Holdings incurred pursuant to Section 7.2; provided that such Liens do not constituting Collateral for at any time encumber any property other than the Obligationsproperty of such Foreign Subsidiaries; and (w) Liens securing junior Lien Indebtedness incurred pursuant to Section 7.2(t); provided that such Liens are subject to an Intercreditor Agreement as described therein. For purposes of determining compliance with this Section 7.3, the Cash Management Obligations or the Secured Swap Obligations and (i) a Lien need not otherwise be incurred solely by reference to one category of Liens permitted by the foregoing provisions of this Section 7.3 described in this Section 7.3 but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category), (ii) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens permitted by the foregoing provisions of this Section 7.3, the Borrower shall, in its sole discretion, classify such Lien (or any portion thereof) and may include the amount and type of such Lien in one or more of the clauses of this Section 7.01; provided that 7.3, (iii) if any Liens securing Permitted Refinancing are incurred to refinance Liens securing Indebtedness initially incurred in reliance on a basket measured by reference to a percentage of LTM Consolidated Adjusted EBITDA, at the aggregate time of incurrence, and such Permitted Refinancing would cause the percentage of LTM Consolidated Adjusted EBITDA restriction to be exceeded if calculated based on the LTM Consolidated Adjusted EBITDA on the date of such refinancing, such percentage of LTM Consolidated Adjusted EBITDA restriction shall not be deemed to be exceeded so long as the principal amount of such Permitted Refinancing secured by such Liens does not exceed the outstanding principal or face committed amount (whichever is higher) of all such Indebtedness secured by such Liens under being refinanced, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses (including accrued and unpaid interest) incurred or payable in connection with such refinancing, and (iv) it is understood that a Lien securing Indebtedness that is permitted by the foregoing provisions of this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed 7.3 may secure Debt Obligations with respect to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsuch Indebtedness.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b)increased, and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for 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 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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; (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) or securing appeal or other surety bonds related to such judgments; (ij) Liens securing Capital Leases arising in the ordinary course of business under Oil and purchase money Indebtedness permitted under Section 7.03(e); Gas Agreements to secure compliance with such agreements, provided that (i) any such Liens securing purchase money Indebtedness do Lien referred to in this clause are for claims which are not at 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 time encumber any property other than the property financed by such Indebtedness and the proceeds and products thereof and (ii) the Indebtedness secured thereby Lien referred to in this clause does not exceed as of materially impair the date such Indebtedness is incurred the cost or fair market value, whichever is lower, use of the property being acquired on covered by such Lien for the date of acquisition; (j) Subject to purposes for which such property is held by the consent of Administrative Agent, Liens existing upon property acquired in an acquisition Borrower or of any Person that becomes a Restricted Subsidiary, existing at Subsidiary or materially impair the time value of such acquisition and not incurred in contemplation thereofproperty subject thereto, and not upon provided, further, that such Liens are limited to property that is the subject of the relevant Oil and Gas Agreement and any other property, securing only Indebtedness permitted by Section 7.03(i)proceeds thereof; (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right that constitute banker’s Liens, rights of set-offoff 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 not otherwise permitted by this Section 7.01 if at the time of, and immediately after giving effect to, the creation or assumption of any such Lien, the aggregate outstanding principal amount of Indebtedness of the Borrower and its Subsidiaries secured by any Liens not otherwise 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, 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 within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations equally and other obligations in respect of netting services, overdraft protections and similar arrangementsratably secured by all property subject to such Lien, 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely documentation reasonably satisfactory to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationRequired Lenders.

Liens. Create, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals for taxes, assessments or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes 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 if more than sixty (60) days overdue, which are unfiled and no other action has been take to enforce such Lien 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; (e) (ic) pledges or deposits made and Liens arising in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislationlegislation or other similar insurance; (d) deposits to secure the performance of bids, tenders, trade 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 imposed 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 ERISA 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; (v) (i) deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations 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)Subsidiary; (fw) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments any Lien existing on any property 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 asset prior to the use acquisition thereof by Borrower or any Subsidiary or existing on any property or asset of real property, and other similar encumbrances incurred in any Person that becomes a Subsidiary after the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant Closing Date prior 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 time such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e)Person becomes a Subsidiary; provided that (i) such Liens securing purchase money Indebtedness do Lien is 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred created in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for acquisition or such Investment, and (ii) consisting of an agreement to Dispose of any property in Person becoming a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or DispositionSubsidiary, as the case may be, would have been (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 creation 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 thereof (other than by an amount not in excess of such Lienfees and expenses, including premium and defeasance costs, associated therewith) or result in a decreased average weighted life thereof; (nx) Liens encumbering reasonable customary initial solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits and margin deposits and similar Liens (made by Borrower or any of the Subsidiaries in each case limited to the cash, commodity contracts connection with any letter of intent or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposespurchase agreement permitted hereunder; (oy) Liens on securities that constitute Guarantees are the subject of Indebtedness to the extent such Guarantees are repurchase agreements constituting Investments permitted by under Section 7.036.06; (pz) Liens on Property granted by any Subsidiary that is not constituting Collateral for the Obligations, the Cash Management Obligations a Loan Party in favor of Borrower or the Secured Swap Obligations and any other Loan Party in respect of Indebtedness owed by such Subsidiary; and (aa) Liens securing Indebtedness or other obligations in an aggregate amount not otherwise permitted by the foregoing clauses of this Section 7.01to exceed $15,000,000 at any one time; provided that no consensual Liens shall be permitted to exist, directly or indirectly, on any Securities Collateral (as defined in the aggregate principal or face amount of all Indebtedness secured by Security Agreement), other than Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. providedgranted pursuant to the Security Documents or, 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 Lienthe Intercreditor Agreement, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsecure the Second Lien Obligations.

Liens. Create(a) The Company will not directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any 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 pursuant to any Loan Document;arising under the Note Documentation; or (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for 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 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 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) (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 ERISA 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 bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (giv) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred 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 ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 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 statutory rights 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into set-off arising in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbusiness; (lvi) 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 (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) escrow arrangements made in connection with Cash Management Obligations and other obligations in respect any letter 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;intent or purchase agreement; and (mviii) Liens (i) on cash advances in favor of arising under the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationNote Documentation.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the 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 date hereof and listed on Schedule 7.01 7.01(b) and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount of the obligations secured or benefited thereby is not increased except as contemplated except, in respect of Indebtedness, if permitted by Section 7.03(b7.02(e), (iii) the no additional Loan Party shall become a direct or any contingent obligor with respect thereto is not changed, of the obligations secured thereby and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(e); (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 30 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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, servitudes, permits, reservations, exceptions, covenants zoning and other similar restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) 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 Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.02(g); 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 Indebtedness, (ii) the principal amount of the Indebtedness secured thereby does not exceed as 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 cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionassets subject to such Capitalized Leases; (j) Subject to the consent Liens on property of Administrative Agent, Liens existing upon property acquired in an acquisition or of any a Person that becomes a Restricted Subsidiary, existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary 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 Acquisition and do not incurred in contemplation thereof, 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 and not upon any other property, securing only Indebtedness the obligations secured thereby are permitted by under Section 7.03(i7.02(g); (k) (i) Liens reserved 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 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 business premises entered into 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 business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter Governmental Party by operation of law encumbering deposits (including Parts 32 and 45 of the right of set-off) Federal Acquisition Regulation, all implementing contract provisions at Part 52, and which are within the general parameters customary any corresponding provisions in the banking industry; or (iv) any applicable agency Federal Acquisition Regulation Supplement in connection with Cash Management Obligations the performance by the Borrower and other obligations in respect its Subsidiaries under a Government Contract (and not arising out 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 a default under such arrangements; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such LienGovernment Contract); (n) other Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (securing obligations outstanding in each case limited an aggregate amount not to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;exceed $50,000,000; and (o) Liens that constitute Guarantees on any segregated and identifiable proceeds of Indebtedness any assets subject 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 a Lien permitted by the foregoing clauses of this Section 7.01; provided that 7.01 to the aggregate principal extent the documents governing such Liens expressly provide therefor or face amount such Liens arise as a matter of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationlaw.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document[reserved]; (b) Liens existing on the date hereof of this Agreement and listed on Schedule 7.01 10.1 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b10.3(a)(iv), and (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(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 which are if payment of the obligation secured thereby is not yet 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 the validity or amount of 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) (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 ERISA 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, tenders, trade or government contracts and leases (other than for Indebtedness), licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigation)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-wayway and other rights, servitudes, permitsexceptions, reservations, exceptionsconditions, limitations, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, that do not 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 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(h11(g) 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)existing on any property or asset of any Person that becomes a Restricted Subsidiary of the MLP or the Issuer after the date of this Agreement prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Liens securing purchase money Indebtedness do Lien is not at any time encumber any property other than the property financed by created in contemplation of or in connection with such Indebtedness and the proceeds and products thereof and Person becoming a Restricted Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Indebtedness secured thereby does not exceed as of MLP, the Issuer or any Restricted Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date such Indebtedness is incurred the cost or fair market valuePerson becomes a Restricted Subsidiary and any renewals, whichever is lower, of the property being acquired on the date of acquisitionextensions and modifications (but not increases) thereof; (j) Subject to conventional provisions contained in contracts or agreements affecting properties under which the consent of Administrative AgentIssuer, Liens existing upon property acquired in an acquisition the MLP or of any Person that becomes a Restricted SubsidiarySubsidiary is required immediately before the expiration, existing at the time termination or abandonment of a particular property to reassign to such Person’s predecessor in title all or a portion of such acquisition Person’s rights, titles and not incurred interests in contemplation thereof, and not upon any other to all or a portion of such property, securing only Indebtedness permitted by Section 7.03(i); (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 of business premises entered into in the ordinary course of business thereof for rent and or for compliance with the terms of such leases (other than Liens securing 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 limited or permit and the rights reserved or vested in any governmental authority or public utility to equipment terminate any such franchise, grant, license, lease or permit or to condemn or expropriate any property, and fixtures on the leased premises(iv) zoning laws and ordinances and municipal regulations; (l) Liens on the Equity Interests in, or Indebtedness or other obligations of, an Unrestricted Subsidiary securing the payment of a Project Financing or securing Equity Contribution Obligations as permitted by paragraphs (ia)(i) and (a)(iii) of a collection bank arising under Section 4.210 the definition of the UCC on items “Non-Recourse” set forth in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangementsSchedule B; (m) Liens that ratably secure the Notes and other Indebtedness, subject to customary collateral trust or similar arrangements and execution by the Purchasers (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(ior their agent) and (j),to be applied against the purchase price for other necessary parties of appropriate documentation governing such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;arrangement; and (n) Liens encumbering reasonable customary initial deposits securing Indebtedness in an aggregate principal amount not to exceed, at the time of incurrence of such Indebtedness, an amount equal to 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 margin deposits proceeds (including dividends, distributions, interest and like payments on or with respect to, and insurance and condemnation proceeds and rental, lease, licensing and similar Liens (in each case limited to the cashproceeds) of, commodity contracts and property evidencing or embodying, or constituting rights or other Investments in general intangibles directly relating to or arising out of, and accessions and improvements to, such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 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 property subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsuch Liens.

Liens. (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 pursuant to any Loan Document; (bii) Liens existing on the date hereof and 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 Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (iiA) the amount secured or benefited thereby is not not, at any time, increased (except as contemplated by Section 7.03(b)to the extent of (1) any existing unfunded commitments related thereto or (2) any reasonable premium or other reasonable amount paid, (iiitogether with fees and expenses reasonably incurred in connection with such refinancing) the direct or any contingent obligor with respect thereto is not changed, and (ivB) any renewal or extension Liens under this Section 7.01(a)(ii) which represent due and unpaid obligations of the obligations secured or benefited thereby is permitted by Section 7.03(b)Borrowers will not, in the aggregate, exceed five percent (5%) of Total Asset Value; (ciii) 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; (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 which are business, provided that such Liens secure only amounts not overdue for a period of more than 60 days or yet due and payable or, if more than sixty (60) days overduedue and payable, are unfiled and no other action has been take 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 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 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) (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 ERISA 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 bonds (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 incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 4.8(b) and any renewals or extensions thereof; provided, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount of the obligations secured or benefited thereby by such Liens is not increased except as contemplated by Section 7.03(b)increased, (iii) none of the Credit Parties or their Subsidiaries shall become a new direct or any contingent obligor with respect thereto is 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 7.03(b6.2(c)(ii); (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) 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 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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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 incurred affecting real property which either exist as of the Closing Date or, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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(hsubsection 7.1(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(esubsection 6.2(c)(iv) or (vi); provided 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 Indebtedness, (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 the date of acquisitionacquisition 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) Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of on any Person that becomes a Restricted Subsidiary, existing 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 Stock and Stock Equivalents in any Person) at the time such acquisition and Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower or any Subsidiary Guarantor; provided, that any such Lien was not incurred created in contemplation thereofof such acquisition, merger, consolidation or investment and does not upon extend to any assets other propertythan 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 Subsidiary or acquired by the Borrower or such Subsidiary; and provided, securing only further, that any Indebtedness or other obligations secured by such Liens shall otherwise be permitted by under Section 7.03(i)6.2; (k) banker’s liens, rights of setoff and other similar Liens reserved existing solely with respect to cash and Cash Equivalents on deposit in leases one or more accounts maintained by the Borrower or its Subsidiaries; (l) any interest or title of business premises a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business for rent and for compliance business; provided, that the same (i) do not in any material respect interfere with the terms business of the lease limited 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 equipment and fixtures any Lien on such assets pursuant to the leased premisesCollateral Documents; (lm) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collectionlicenses, (ii) attaching sublicenses, leases or subleases with respect to commodity trading accounts or other commodities brokerage accounts incurred 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 (iiiii) in favor are subject and subordinate to any Lien on such assets pursuant to the Collateral Documents; (n) precautionary filings of a banking institution arising as a matter financing statements under the Uniform Commercial Code of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and other obligations any applicable jurisdictions in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts operating leases entered into by the Borrower or its Subsidiaries 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;business; and (o) other Liens that constitute Guarantees of Indebtedness securing obligations outstanding in an aggregate amount not 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 any time. 500,000; provided, nothing in this Section 7.01 shall in and of itself constitute or that no such Lien may be deemed to constitute an agreement or acknowledgment by the Administrative Agent granted when any payment Default or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationEvent of Default shall have occurred and be continuing.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than except for the following:following (the “Permitted Liens”): (a) Liens pursuant to any Loan DocumentDocument or otherwise in favor of the Lender; (b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b7.02(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(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; (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 days or if more than sixty thirty (6030) 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 GAAPPerson; provided that a reserve or other appropriate provision shall have been made therefor; (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 ERISA 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)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 bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments); (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.02(c); 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 the date of acquisition;. (j) Subject (i) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not interfering 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, 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 consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation continuance thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases arising solely by virtue of business premises entered into in the ordinary course any statutory or common law provision relating to bankers’ liens, rights of business for rent setoff or similar rights and for compliance remedies as to deposit accounts or to other funds maintained with the terms of the lease limited to equipment and fixtures on the leased premisesa depository institution; (l) Liens (i) licenses of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 intellectual property granted by any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred Loan Party in the ordinary course of business and not for speculative purposesinterfering in any material respect with the ordinary conduct of 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 business under Section 4-210 of the UCC covering only the items being collected upon; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are good faith deposits required in connection with any investment transaction permitted by under Section 7.03;; and (p) Liens on Property not to the extent 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 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 a Lien, right or other interest escrow arrangements securing indemnification obligations associated any investment transaction permitted under subsections (a) through (o) above ranks in priority to any ObligationSection 7.03.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) (i) Liens 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 date hereof and 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 by such Lien or financed by Indebtedness permitted under Section 7.03 7.03, and (B) proceeds and products thereof, thereof and (ii) the amount secured modification, replacement, renewal, extension or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension refinancing of the obligations secured or benefited thereby by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.03(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 take taken to enforce such Lien or 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) (i) pledges 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, other than any Lien imposed by ERISA ; 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)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 bonds (other than bonds related to judgments or litigation)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, servitudesrestrictions, permitscovenants, reservationsconditions, exceptionsencroachments, covenants and other restrictions as to the use of real property, protrusions and other similar encumbrances incurred and minor title defects affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoing, do not 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 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) 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(e7.03(f); provided that (i) such Liens securing purchase money Indebtedness 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 Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits, and (iiiii) 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 Indebtedness secured thereby does not exceed as assets subject to such Capitalized Leases; provided that individual financings of the date equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitionlender; (j) Subject to leases, licenses, subleases or sublicenses, in each case in the consent ordinary course of Administrative Agentbusiness (and Liens on the property covered thereby), Liens existing upon property acquired which do not (i) interfere in an acquisition any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or of (ii) secure any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Indebtedness; (k) Liens reserved in leases favor of business premises entered into 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 for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbusiness; (l) Liens (i) of a collection bank (including those arising under Section 4.210 4-210 of the UCC Uniform Commercial Code) on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking or other financial institution 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 set-offsetoff) and which are within the general parameters customary in the banking industry; industry and (iii) arising by the terms of documents of banks or (iv) other financial institutions in connection with Cash Management Obligations and other obligations in respect relation to the maintenance or administration of netting servicesdeposit accounts, overdraft protections and similar arrangements, in each case in connection with deposit securities accounts in the ordinary course of business and that are limited to Liens customary in such 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 Sections 7.02(i) and (j),to Section 7.02 to be applied against the purchase price for such Investment, 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 encumbering reasonable customary initial deposits and margin deposits and similar Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.13), in each case limited after the date hereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) any Indebtedness secured thereby is permitted under Section 7.03(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 cash, commodity contracts establishment of depository relations with banks or other Investments financial institutions not given in such accountconnection with the incurrence of Indebtedness, (ii) attaching relating to commodity trading pooled deposit or sweep accounts of the Borrower or other brokerage accounts 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 not for speculative purposesother 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 (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 by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are is permitted by Section 7.03; (px) 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 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 constituting Indebtedness; (z) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (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, the 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, provided that at the time of incurrence of the Indebtedness or other obligations secured thereby, in the case of (x) Liens securing Indebtedness or other obligations on the Collateral for that are pari passu with the Lien on the Collateral securing the Obligations, the Cash Management Obligations 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 subject to the limitations set forth in such 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; (ff) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Law; (gg) [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 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 Obligations Contracts in the ordinary course of business submitted for clearing in accordance with applicable requirements of Law and not otherwise Liens on receivables and related assets arising in connection with a Qualified Securitization Financing; (mm) the prior rights of 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 (pp) Liens on proceeds of Indebtedness held in Escrow for so long as the foregoing clauses proceeds thereof are and continue to be held in Escrow. For purposes of determining compliance with this Section 7.01; provided , if any 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 aggregate principal or face amount Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and the date of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationsuch reclassification.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:following (each a “Permitted Lien” and collectively, the “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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 30 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 capital leases 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 the date of acquisition; (j) Subject to Liens on capital stock of the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at Guarantors securing the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i);Debt Securities; and (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading margin accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) established 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition Swap Contracts permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation7.11.

Liens. Create, 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 pursuant to any Loan Document; (b) Liens on property or assets of the Borrower and the Subsidiaries existing on the date hereof and listed set forth in Schedule 6.02 or reflected in the title insurance policies delivered to the Administrative Agent; provided that such Liens shall secure only those obligations which they secure on Schedule 7.01 the date hereof and extensions, renewals and replacements thereof permitted hereunder; (b) any renewals Lien created under the Loan Documents; (c) any Lien existing on any property or extensions thereofasset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien is not created in contemplation of or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofin 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 secured Borrower or benefited thereby is not increased except as contemplated by Section 7.03(b), any Subsidiary and (iii) such Lien secures only those obligations which it secures on the direct date of such acquisition or any contingent obligor with respect thereto is not changedthe date such Person becomes a Subsidiary, and (iv) any renewal or extension of as the obligations secured or benefited thereby is permitted by Section 7.03(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 if more than sixty (60B) 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 compliance with respect thereto are maintained on the books of the applicable Person in accordance with GAAPSection 5.03; (ef) (i) 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 ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement laws 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)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 bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the on use of real property, property and other similar encumbrances Liens incurred in the ordinary course of business which, with respect to all of in the foregoingaggregate, are not substantial in amount and do not 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 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) 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)7.01; (k) Liens reserved in leases favor of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank collecting banks arising under Section 4.210 4-210 of the New York UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits and Liens (including the right of set-off) and which are within the general parameters customary in the banking industry; favor of a bank or other depository institution arising as a matter of law encumbering deposits; (ivl) in connection with Cash Management Obligations and other obligations in respect any interest or title of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts a lessor or licensor under any operating lease or license entered into by any Loan Party in the ordinary course of business and that are limited to Liens customary in such arrangements;covering only the assets leased or licensed; and (m) other Liens (i) on cash advances in favor of the seller of any property to be acquired securing liabilities in an Investment permitted pursuant aggregate amount not to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 5,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. Create, 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 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 date hereof and 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 Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b)increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is otherwise permitted by Section 7.03(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 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 GAAPsecurities intermediaries; (el) Liens arising from precautionary UCC filings regarding “true” operating leases or the consignment of goods to the Borrower; (im) pledges or deposits 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 ERISA and (ii) pledges and deposits in the ordinary course importation 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)goods; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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 incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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; (hn) 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC on items in the course of collection, ; and (iio) attaching to commodity trading accounts or other commodities brokerage accounts Liens incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens Borrower which secure obligations 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 do not exceed $50,000,000 250,000 at any time. provided, nothing time in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationaggregate.

Liens. Create, 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 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 date hereof and listed on Schedule 7.01 and acquisition thereof by any renewals Guarantor or extensions thereof, any Subsidiary; provided that (i) the such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not extend apply to any additional other property or assets (other than after-after acquired property that is affixed or incorporated into the property covered by assets) of such Lien Guarantor or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)such Subsidiary; (c) Liens for 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 or if more than sixty (60) days overdue, are unfiled and no other action has been take to enforce such Lien 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) (i) 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 ERISA and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement Loan Parties 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)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 bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the on use of real property, property and other similar encumbrances incurred in the ordinary course of business which, with respect to all of in the foregoingaggregate, do not 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 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(hclause (i) or securing appeal or other surety bonds related to such judgmentsof Article VII; (i) Liens securing Capital Leases and purchase money Indebtedness any interest or title of a lessor or lessee under any lease permitted under Section 7.03(e); provided that by this Agreement (i) such Liens securing purchase money Indebtedness do not at including any time encumber any property other than the property financed Lien granted 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 lessor or fair market value, whichever is lower, of the property being acquired on the date of acquisitionlessee); (j) Subject to the consent of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition on Cash and not incurred in contemplation thereof, and not upon any other property, Carry Securities securing only Indebtedness permitted by Section 7.03(i6.01(c); (k) Liens reserved 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 leases the Guarantors’ or the Subsidiaries’ investment funds; (l) Liens not otherwise permitted by this Section 6.02 securing Indebtedness or other obligations permitted to be incurred hereunder in an aggregate principal amount not to exceed $200,000,000 (plus related obligations) at any time outstanding; (m) immaterial Liens of business premises entered into any Loan Party or of any Subsidiary not securing Indebtedness for borrowed money; (n) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business for rent and for compliance which do not interfere in any material respect with the terms business of the lease limited to equipment Guarantors and fixtures on the leased premisesSubsidiaries, taken as a whole; (lo) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set-set off) and which are within the general parameters customary in the banking industry; or ; (ivp) Liens deemed to exist in connection with Cash Management Obligations repurchase agreements 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred maintained in the ordinary course of business and not for speculative purposes; (oq) Liens that constitute Guarantees are contractual rights of Indebtedness set-off (i) relating to the extent such Guarantees are permitted 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 business of the Guarantors and the Subsidiaries or (iii) relating to agreements other than in connection with Indebtedness entered into by Section 7.03a Guarantor or a Subsidiary; and (r) Liens arising from precautionary Uniform Commercial Code financing statement filings; (ps) Liens on Property not constituting Collateral for assets of a Seasoning Subsidiary securing Non-Recourse Seasoning Debt of such Seasoning Subsidiary; (t) Liens securing Indebtedness described in Section 6.01(d) and related obligations; (u) Liens required to be created pursuant to this Agreement; and (v) Liens on the Obligations, the Cash Management Obligations or the Secured Swap Obligations right of any Subsidiary that is a general partner to issue capital call notices 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 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 exercise rights with respect to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority capital commitments owing to any ObligationAffiliate that secures Indebtedness of such Affiliate.

Liens. CreateThe Credit Parties will not permit any Consolidated Party to contract, 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 pursuant in favor of the Agent to any Loan Documentsecure the Credit Party Obligations; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to Liens, about which any additional property Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount less than $200,000 (other than afterLiens 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 date on which such items may be deemed delinquent or on which penalties for non-acquired property that is affixed payment may be assessed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (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 secured or benefited thereby Property subject to any such Lien is not increased except as contemplated by Section 7.03(b)yet subject to foreclosure, (iii) the direct sale or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(bloss on account thereof); (c) statutory Liens for taxes not yet due or which are being contested in good faith of landlords and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books Liens of the applicable Person in accordance with GAAP; (d) 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, in each case which are any Credit Party has had knowledge for less than thirty (30) days, in an aggregate amount less than $200,000, provided that such Liens secure only amounts not overdue for a period of more than 60 days or yet due and payable or, if more than sixty (60) days overduedue and payable, are unfiled and no other action has been take taken to enforce such Lien 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); (ed) Liens (iother than Liens created or imposed 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 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)tenders, statutory obligations, surety bonds (other than bonds related to judgments or litigation)bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of a like nature incurred in obligations for the ordinary course payment of businessborrowed money); (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, servitudesrestrictions (including zoning restrictions), permits, reservations, exceptions, covenants minor defects or irregularities in title and other restrictions as to similar charges or encumbrances not, in any material respect, impairing the use of real propertythe 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), and other similar encumbrances incurred in provided that any such Lien attaches to such Property concurrently with or within 90 days after the ordinary course of business which, with respect to all of the foregoing, do not 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 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) or securing appeal or other surety bonds related to such judgmentsany Consolidated Party; (i) any interest of title of a lessor under, and Liens securing Capital Leases and purchase money Indebtedness arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases 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 the date of acquisitionthis Credit Agreement; (j) Subject Liens deemed to the consent of Administrative Agent, Liens existing upon property acquired exist in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred connection with Investments in contemplation thereof, and not upon any other property, securing only Indebtedness repurchase agreements permitted by under Section 7.03(i)8.6; (k) Liens reserved normal and customary rights of setoff upon deposits of cash in leases favor of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbanks or other depository institutions; (l) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the seller Uniform Commercial Code or similar provisions of any property to be acquired applicable law in an Investment permitted pursuant to Sections 7.02(i) the ordinary course of business, covering only the goods sold and (j),to be applied against securing only the unpaid purchase price for such Investment, goods 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 Lienrelated expenses; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar 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 each case limited to connection with the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred collateral substitution provisions contained in the ordinary course of business and not for speculative purposes2001-A Term Securitization Documents); (o) Liens that constitute Guarantees of Indebtedness to on property owned by USRP (▇▇▇), LLC, USRP (Hawaii), LLC and/or Fuel Supply, Inc. created in connection with the extent such Guarantees are permitted by Section 7.03;Hawaii Loan Documents; and (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 securing Indebtedness described in Section 7.01; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation8.1(h)(ii).

Liens. Create, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed (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 Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), with respect to any Permitted Refinancing Increase and (iii) the direct any renewal, extension, modification, restatement or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension replacement of the obligations secured or benefited thereby is permitted by Section 7.03(b)7.03; (c) Liens for 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 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 GAAPproceedings; (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 ERISA legislation and (ii) pledges employee health and disability benefit legislations 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) to insurance carriers providing property, casualty under insurance or liability self-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)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 bonds (other than bonds related to judgments or litigation)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, servitudeszoning restrictions, permits, reservations, exceptionsother restrictions, covenants and other restrictions as to the use of real property, and other similar non-monetary encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not 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 attachments 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 attachments or judgments; (i) Liens securing Capital Leases Indebtedness of the Company and purchase money Indebtedness its Restricted Subsidiaries permitted under by Section 7.03(e7.03(l); 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 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 proceeds existing collateral in accordance with the instrument creating such Lien, including replacement parts, accessories or enhancements that are affixed to any leased goods and products thereof other property financed by the same Person (i.e., cross-collateralization of such property) and (ii) the principal amount of Indebtedness secured thereby does not by any such Lien shall at no time exceed as 100% of the date original purchase price of such Indebtedness is incurred property at the cost or fair market value, whichever is lower, time it was acquired (it being understood that Liens of the property being acquired on the date of acquisitiontype 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) Subject to the consent of Administrative Agent, Liens existing upon on property or assets acquired in an acquisition a transaction permitted by Section 7.02 or of any a Person that which becomes a Restricted Subsidiary, existing 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 created in anticipation thereof, (ii) such Liens do not extend to any other property or assets of such acquisition 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 thereby is not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)increased; (k) Liens reserved in leases on the property of business premises the Company or any of its Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business for rent and for compliance with the terms by such Person, in favor of the landlord under such lease limited or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to equipment the landlord under applicable law and fixtures on not waived by the leased premiseslandlord; (l) Liens (i) of a collection bank including those arising under Section 4.210 from precautionary UCC financing statement filings and those which are security interests for purposes of the UCC on items in Personal Property Securities Act of 2009 (Cth)) with respect to bailments, operating leases or consignment or retention of title arrangements entered into by the course Company or any of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred its Restricted Subsidiaries in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangementsbusiness; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition securing Indebtedness permitted under Section 7.057.03(c), in each case, solely to the extent such Investment or Disposition, as that the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (Indebtedness being refinanced was originally secured in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the foregoing clauses of accordance with this Section 7.01; , provided that such Lien does not apply to any additional property or assets of the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent Company or any Lender that any Indebtedness Restricted Subsidiary (other than property or assets within the scope of the original granting clause or the proceeds of the property or assets subject to or secured by any such Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.);

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, 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 (other than precautionary lease filings covering only the property subject to any such lease), or assign any accounts or other right to receive income, other than the following:following (collectively, “Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 5.08(b) and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b7.02(e); (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, lessor’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 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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(eSections 7.02(g); 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 the date of acquisition; (j) Subject to the consent of Administrative Agent, other Liens existing upon property acquired securing Indebtedness outstanding in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 to exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation20,000,000.

Liens. Create, 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 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 date hereof of landlords, banks (and listed on Schedule 7.01 rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and any renewals or extensions thereofmaterialmen, provided that and other Liens imposed by law (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or financed by Indebtedness permitted under ERISA or a violation of Section 7.03 and proceeds and products thereof, (ii) 436 of the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(bInternal Revenue Code), (iii) in each case incurred in the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension ordinary course of the obligations secured or benefited thereby is permitted by Section 7.03(b)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 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 incurred in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other types of social security legislationsecurity, or to secure the performance of 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 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 imposed 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 ERISA the Borrower, except for products and proceeds of the foregoing; (iie) pledges Liens on property existing at the time of acquisition thereof by the Borrower; provided that such Liens were in existence prior to, and deposits 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 liability for reimbursement or indemnification obligations 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 (including obligations in respect i) 7.5% 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 Borrower's consolidated total assets plus accumulated depreciation and amortization and (iiiii) $500,000,000; (n) Liens on proceeds Equity Interests of insurance policies any Subsidiary or joint venture securing Indebtedness permitted 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 7.03(m)(i6.01(i); (fp) deposits Liens that are contractual rights of set-off (i) relating to secure the performance establishment of bidsdepository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, trade contracts and leases (other than Indebtedness)ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business, statutory obligations, surety bonds (other than bonds related iii) relating to judgments or litigation), performance bonds purchase orders and other obligations agreements entered into with customers in the ordinary course of a like nature business and (iv) attaching to brokerage accounts incurred in the ordinary course of business; (gq) easementsLiens in respect of leases, rights-of-waysubleases, servitudeslicenses, permitssublicenses or other occupancy agreements of property in the ordinary course of business; (r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (s) Liens securing Derivative Transactions, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred provided that such Derivative Transactions are not entered into for speculative purposes; (t) deposits made in the ordinary course of business which, to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect to all of the foregoing, do not 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 judgmentsthereto; (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 on advances of the date such Indebtedness is incurred the cost Cash or fair market value, whichever is lower, of the property being acquired on 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 Equivalents in favor of the seller of any 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 Investmenttransaction, and (ii) Liens consisting of an agreement to Dispose in respect of any property in a Disposition permitted under Section 7.05, in each case, sale of assets; provided that such Liens attach solely to the extent property subject to such Investment sale of assets and (iii) e▇▇▇▇▇▇ money deposits of Cash or Disposition, as the case may be, would have been permitted on the date Cash Equivalents in connection with any letter of the creation of such Lienintent or purchase agreement; (nv) Liens encumbering reasonable customary initial deposits and margin deposits and similar deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided, that such Liens (in each case limited do not extend to any assets other than those that are the cash, commodity contracts or other Investments in subject of such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;repurchase agreement; and (ow) other Liens that constitute Guarantees of securing Indebtedness in an aggregate amount not 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 25,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for 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 if more than sixty Material Adverse Event, and which constitute (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) (iA) pledges or deposits in the ordinary course of business under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with workers’ compensationbids, unemployment insurance and other social security legislationtenders, contracts or leases to which Borrower is a party for a purpose other than any Lien borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by ERISA law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (iiD) pledges and or deposits in the ordinary course of business securing liability for reimbursement to secure public or indemnification statutory 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 a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (iii) Liens on proceeds 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 insurance policies securing Indebtedness permitted under Section 7.03(m)(i); (f) deposits to secure the performance others for, rights of bidsway, trade contracts sewers, electric lines, telegraph and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds telephone lines and other obligations of a like nature incurred in the ordinary course of business; (g) easementssimilar purposes, rights-of-way, servitudes, permits, reservations, exceptions, covenants and or zoning or other restrictions as to the use of such real property; provided, and other similar encumbrances incurred in the ordinary course of business whichhowever, with respect to that all of the foregoing, in the aggregate, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in at any case time materially detract from the value of the property subject thereto said properties or materially interfere with impair their use in the ordinary conduct operation of the business businesses of the applicable PersonBorrower or any Subsidiary; (hiv) Liens securing judgments for each Lien described in Schedule 7.02(e) may be suffered to exist upon 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 same terms as of the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired those existing on the date of acquisition; (j) Subject to the consent of Administrative Agenthereof, Liens existing upon property acquired in an acquisition but no extension or of any Person that becomes renewal thereof shall be permitted except for a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into refinancing in the ordinary course of business for rent and for compliance with the terms an amount not in excess of the lease limited original amount subject to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (nv) Liens encumbering reasonable customary initial deposits arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and margin deposits and similar Liens (in each case limited with respect to the cashwhich it shall have obtained a stay of execution pending such appeal or proceeding for review; provided, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligationshowever, 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 judgments or awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of rights, secured by such Liens under this Section 7.01(o) shall not exceed $50,000,000 500,000 at any time. time outstanding; (vi) Liens on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Subsidiary pursuant to Section 7.02(f); provided, nothing 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 this Section 7.01 shall in contemplation or as a result of such merger or acquisition, and of itself constitute or be deemed to constitute an agreement or acknowledgment (C) secure Indebtedness assumed by the Administrative Agent Borrower or any Lender 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 any Indebtedness subject no such Lien shall extend to or secured by cover any Lien, right other property of the Borrower or other interest permitted a Subsidiary; (viii) Liens granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or an Affiliate of a Lender; and (ix) Liens created under subsections (a) through (o) above ranks in priority to any Obligationthis Agreement.

Liens. CreateThe Parent will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon on any of its property, assets or revenues, whether property now owned or hereafter acquired, other than except any of the following:following (each a “Permitted Encumbrance”): (a) Liens 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 date hereof and listed on Schedule 7.01 Restatement Date 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) such Lien secures Indebtedness permitted by Section 7.1(g), (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changedasset, 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 7.03(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 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) 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 (i60) 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 ERISA and laws or regulations or letters of credit or guarantees issued in respect thereof; (iig) pledges and deposits Liens granted 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 on 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 unearned portion of insurance policies premiums securing Indebtedness permitted under Section 7.03(m)(i)the financing of insurance premiums; (fh) deposits or pledges to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness)contracts, governmental contracts, leases, statutory obligations, surety bonds (other than bonds related to judgments or litigation)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) easementsjudgment 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, rights-of-wayrevocation, servitudes, permits, reservations, exceptions, covenants and refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other restrictions as to financial institutions where the use Borrower or any of real property, and other similar encumbrances incurred the Loan Parties maintains deposits in the ordinary course of business which, with respect to all of the foregoing, do not 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC on items in the course of collectioncollection (or comparable foreign liens); (k) leases, subleases or licenses granted to others or to the Borrower or any of its Subsidiaries (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred 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; (iiil) 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 similar encumbrances imposed by Law or arising in the ordinary course of business that do not materially detract from the value of any Material Real Property or other material assets or materially interfere with the ordinary conduct of 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 ALTA 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; (o) Liens in favor of a banking institution customs and revenue authorities arising as a matter of law encumbering deposits (including the right to secure payment of set-off) and which are within the general parameters customary in the banking industry; or (iv) customs duties in connection with Cash Management Obligations and other obligations in respect the importation 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03goods; (p) 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 Property any property or asset of the Borrower or any Subsidiary securing Indebtedness permitted by Section 7.1(o); provided that (i) any such Lien was not constituting Collateral created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (s) other Liens; provided that at the time of incurrence of the obligations secured thereby, the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause shall not exceed the greater of (x) $22,500,000 and (y) 10.0% of Consolidated EBITDA for the Obligationsmost recently ended Test Period; (t) Liens securing Indebtedness permitted under Section 7.1(e), to the Cash Management Obligations or extent contemplated by, and subject to the Secured Swap Obligations 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 otherwise attach to any Collateral (except as may be permitted by the foregoing clauses of this Section 7.01; provided that the aggregate principal or face amount of all Floorplan Intercreditor Agreement); (v) Liens securing Indebtedness secured by Liens under this Section 7.01(o) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under 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 TCF Agreement and do not attach to any Collateral; (w) Liens arising out of sale and leaseback transactions (i) existing on the Restatement Date or (ii) permitted under the definition of “Asset Sale”; and (x) extensions, renewals, or replacements of any Lien referred to in subsections (a) through (ow) of this Section; provided that (x) the principal amount of the Indebtedness secured thereby is not increased (other than by any amount of any outstanding or capitalized interest and reasonable fees and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the assets permitted to be encumbered thereby, and (y) such Lien remains outstanding under the clause above ranks in priority to any Obligationunder which it was previously incurred.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names any Loan Party as debtor, or assign any accounts or other right to receive income, other than the following: (a) Liens securing the Obligations pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed described on Schedule 7.01 and any renewals Lien granted as a replacement or extensions thereof, substitute therefor; provided that any such replacement or substitute Lien (i) the Lien except as permitted by Section 7.02(d), does not extend to secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Closing Date and (ii) does not encumber any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) subject thereto on the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)Closing Date; (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 if more than sixty thirty (6030) 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, servitudes, permits, reservations, exceptionsrestrictions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred and minor title defects affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 relating to such judgments; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.02(f) and 7.02(g); 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 valueFair Market Value, whichever is lower, of the property being acquired on the date of acquisition; (j) Subject Liens related to the consent of Administrative AgentPermitted Sale and Leaseback Transactions; provided, that such Liens existing upon do not encumber any other property acquired in an acquisition or of any Person that becomes a Restricted SubsidiaryLoan Party, existing at and such Liens secure only the time of such acquisition and not Attributable Indebtedness incurred in contemplation thereof, connection with such Permitted Sale and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Leaseback Transaction; (k) Liens reserved securing Indebtedness permitted to be incurred hereunder in leases a maximum aggregate principal amount not to exceed $2,500,000 at any time outstanding; (l) Leases of business premises the real property of any Loan Party, in each case entered into in the ordinary course of such Loan Party’s business for rent and for compliance so long as such Leases do not (i) individually or in the aggregate, interfere in any material respect with the terms ordinary conduct of the lease limited to equipment and fixtures on the leased premisesbusiness of any Loan Party or (ii) secure any Indebtedness; (lm) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Loan Party in the ordinary course of business in accordance with the past practices of such Loan Party; (i) Liens constituting rights of (i) a collection collecting bank arising under Section 4.210 4-208 of the UCC on items in the course of collection, and (ii) attaching bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to commodity trading cash and Cash Equivalents on deposit in one or more accounts or other commodities brokerage accounts incurred maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens arise by operation of applicable Law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (o) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Loan Party to the extent permitted under Sections 7.03(n) and 7.04(c); provided that such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens, (iii) are not created in favor anticipation or contemplation of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) such acquisition, merger or consolidation, and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations if such Lien constituted a Lien of a Loan Party, such Liens would be permitted pursuant to Sections 7.01(a) through 7.01(n) or 7.01(p) through 7.01(u); (p) Liens, if any and other obligations matters disclosed in respect any Mortgage Policy issued and accepted by the Administrative Agent in its reasonable discretion; (q) Liens arising under non-exclusive licenses of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts Intellectual Property granted by any Loan Party in the ordinary course of business and that are limited to Liens customary not interfering in such arrangementsany material respect with the ordinary conduct of business of the Loan Parties and which do not secure any Indebtedness for borrowed money; (mr) precautionary Liens arising from the filing of UCC financing statements solely as a precautionary measure in connection with (i) operating leases or (ii) the consignment of goods where a Loan Party is the consignee, provided that such Liens do not extend to any assets other than those the subject of such operating lease or consignment; (s) Liens granted by Holdings or any of its Subsidiaries in favor of a Loan Party in respect of Indebtedness owed by Holdings or such Subsidiary to such Loan Party; provided that such Indebtedness is (i) evidenced by an intercompany note and (ii) pledged by such Loan Party as Collateral pursuant to the Collateral Documents and subordinated on terms and subject to documentation reasonably satisfactory to the Administrative Agent; (t) Liens (i) on advances of cash advances or Cash Equivalents constituting a good ▇▇▇▇▇ ▇▇▇▇▇▇▇ money deposit in favor of the seller of any property to be acquired in an any Permitted Acquisition or any other Investment permitted pursuant by this Agreement to Sections 7.02(i) and (j),to be applied against the purchase price for such Permitted Acquisition or Investment, and (ii) consisting of an agreement to Dispose dispose of any property in a pursuant to any 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;by this Agreement; and (nu) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 7.01 securing obligations that do not in the aggregate exceed $50,000,000 5,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationtime outstanding.

Liens. Create, 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 hereto and any renewals or renewals, rearrangements, amendments, modifications and/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 that, the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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 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) 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; (if) 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 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)ERISA; (fh) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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, servitudes, permits, reservationsconditions, covenants, exceptions, covenants and other restrictions as to the use of real property, or reservations and other similar encumbrances incurred encumbrances, defects, irregularities, and deficiencies in title affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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; (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 related relating to such judgments; (ik) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided that 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises;; and (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Texaco Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. Create(a) The Company will not directly or indirectly create, incur, assume or suffer permit to exist (upon the happening of a contingency or otherwise) any Lien upon on or with respect to any 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 pursuant to any Loan Document;arising under the Note Documentation; or (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for 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 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 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) (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 ERISA 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 bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (gv) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred 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 ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 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 statutory rights 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into set-off arising in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbusiness; (lvii) 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 (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) escrow arrangements made in connection with Cash Management Obligations and other obligations in respect any letter 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;intent or purchase agreement; and (mix) Liens (i) on cash advances in favor of arising under the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationNote Documentation.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals renewals, extensions or extensions replacements 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 increased, and with respect to any replacement Lien, the amount of any Indebtedness secured by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is shall not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)be increased; (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) 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 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) (id) 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 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)ERISA; (fe) (i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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; (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 securing appeal or other surety bonds related to discharge in the course of any such judgmentslegal proceeding; (ih) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e7.03(c); 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) with respect to Indebtedness permitted by Section 7.03(c)(i) such Liens attach to such property concurrently with or within ninety days after the Indebtedness secured thereby does acquisition thereof; (i) leases or subleases granted to others not exceed as interfering in any material respect with the business of the date such Indebtedness is incurred the cost any Loan Party or fair market value, whichever is lower, of the property being acquired on the date of acquisitionany Subsidiary; (j) Subject to the consent any interest of Administrative Agent, Liens existing upon property acquired in an acquisition or title of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereoflessor under, and not upon any other propertyLiens arising from UCC financing statements (or equivalent filings, securing only Indebtedness registrations or agreements in foreign jurisdictions) relating to, leases permitted by Section 7.03(i)this Agreement; (k) normal and customary rights of setoff and other Liens reserved upon deposits of cash and securities in leases favor of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesbanks, brokers or other financial institutions; (l) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 any Lien existing on property (iand the proceeds thereof) on cash advances existing at the time of its acquisition and any modification, replacement, renewal or extension thereof; provided that such Lien was not created in favor of the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation contemplation of such Lienacquisition; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (incurred or assumed in each case limited to the ordinary course on cash, commodity contracts marketable securities, real estate loans (including related purchase commitments) commodities or other Investments in such accountfinancial products to secure stock lending transactions, repurchase agreements, and other collateralized financing transactions at Subsidiaries; (o) attaching to pledges of securities or commodity trading accounts or other brokerage accounts incurred positions and exchange memberships 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 7.03business; (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 Property cash and marketable securities granted by Berkeley Point in favor of ▇▇▇▇▇▇ ▇▇▇ under the Delegated Underwriting and Servicing Program and/or ▇▇▇▇▇▇▇ Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each case in the ordinary course of business; and (s) other Liens securing Indebtedness or other obligations in an aggregate principal amount not constituting Collateral for the Obligationsto exceed at any one time, the Cash Management Obligations or the Secured Swap Obligations difference of $30,000,000 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 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 incurred pursuant to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationSection 7.03(j).

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, 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 assign any accounts or other right to receive income, other than the following: (a) Liens pursuant to the Senior Credit Facility and any Loan Documentrefinancing thereof permitted by Section 7.03(b); (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereofthereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b7.03(c), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(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) operators’, 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 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 GAAPPerson; (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 ERISA 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)ERISA; (f) deposits Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) (i) easements, rights-of-way, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 PersonPerson and (ii) Immaterial Title Deficiencies; (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 pipelines and pipeline facilities that arise by operation of law or other like Liens arising by operation of law in the ordinary course of business and incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that do not constitute Indebtedness and that 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; (j) customary contractual Liens under operating lease agreements or which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out and farm-in agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for obligations that do not constitute Indebtedness and that are not delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided 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; (k) Permitted Encumbrances (as defined in the Senior Credit Facility); (l) Liens existing on assets at the time of acquisition thereof, or Liens existing on assets of an Person at the time such Person became a Subsidiary, which in each case were not created in contemplation thereof; (m) UCC financing statements filed in connection with an operating lease under which the Borrower or a Subsidiary is the lessee; (n) Liens on assets of Lariat securing Capital Leases and purchase money obligations of Lariat; (o) Liens securing Indebtedness permitted under Section 7.03(e7.03(f); provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness and 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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03;and (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted created by the foregoing clauses Citi Payoff Documents securing reimbursement obligations in respect of this Section 7.01the Citi L/Cs; provided that the aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) cash collateral pledged thereunder shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation20,000,000.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 8.01 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 covered thereby consists only of the property covered by such Lien the Liens being renewed or financed by Indebtedness permitted under Section 7.03 extended and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b8.03(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, 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 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 GAAPPerson; (e) (i) 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 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)ERISA; (f) Liens or deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (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, servitudescovenants, permitsconsents, reservations, exceptionsencroachments, covenants variations and other restrictions as to the use of real property, zoning and other similar restrictions, charges or encumbrances incurred affecting real property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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) 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 securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e8.03(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 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 Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent on Mortgage Accounts and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesThird Party Mortgage Accounts securing Indebtedness permitted under Section 8.03(g); (l) Liens (i) of a collection bank arising on residual beneficial interests in any MSH Trust securing Indebtedness permitted under Section 4.210 of the UCC on items in the course of collection8.03(g)(iii), (ii8.03(i) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 arrangements8.03(m); (m) Liens (i) on cash advances securing Indebtedness the amount of which Indebtedness shall not exceed in favor the aggregate at any time $10,000,000 and the book value of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for securing such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligations, the Cash Management Obligations or the Secured Swap Obligations and not otherwise permitted by the 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 any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation12,500,000.

Liens. Create, 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 (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 date hereof Pine Prairie Lease and listed on Schedule 7.01 extensions, renewals and any renewals or extensions replacements thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens 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 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 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) (i) 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 and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement ERISA), or indemnification obligations of (including obligations in respect of to secure 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)issued with respect thereto; (f) deposits to secure the performance of bids, trade contracts and contracts, leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred affecting real property or minor imperfections in title thereto which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not material in amount, do not 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) 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) or securing appeal or other surety bonds related to such judgments); (i) Liens securing Capital Leases arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and purchase money Indebtedness permitted under Section 7.03(e)remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided provided, that (i) such Liens securing purchase money Indebtedness do deposit account is not at a dedicated cash collateral account and is not subject to restrictions against access by the Borrower or any time encumber any property other than Subsidiary in excess of those set forth by regulations promulgated by the property financed by such Indebtedness and Board of Governors of the proceeds and products thereof Federal Reserve System or pursuant to the Security Documents, and (ii) such deposit account is not intended by the Indebtedness secured thereby does not exceed as of Borrower or any Subsidiary to provide collateral to the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisitiondepository institution; (j) Subject Liens arising out of all presently existing and 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 agreements, exploration and development agreements, and any and all other contracts or agreements covering, arising out, used or useful in connection with or pertaining to the consent of Administrative Agentexploration, Liens existing upon property acquired in an acquisition development, operation, production, sale, use, purchase, exchange, storage, separation, dehydration, treatment, compression, gathering, transportation, processing, improvement, marketing, disposal, or handling of any Person that becomes a Restricted Subsidiary, existing at the time oil and gas property of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Loan Party; (k) Liens reserved in leases respect of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesoperating leases; (l) Liens securing Acquired Indebtedness, provided that (i) each such Lien (A) existed at the time of a collection bank arising under Section 4.210 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 UCC on items in cost (including the course cost of collectionconstruction) of such property or asset, (ii) attaching no such Lien shall extend to commodity trading accounts or cover any property or asset other commodities brokerage accounts incurred than the property or asset so acquired (or constructed), and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole or part, of the ordinary course of business foregoing, and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) such Lien shall not secure any additional Indebtedness and 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 arrangementsobligations; (m) Liens (i) on cash advances rights reserved to or vested in favor of any Governmental Authority by the seller terms of any property right, power, franchise, grant, license or permit, or by any provision of Law, to be acquired in an Investment permitted pursuant revoke or terminate any such right, power, franchise, grant, license or permit or to Sections 7.02(i) and (j),to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment condemn or Disposition, as the case may be, would have been permitted on the date of the creation of such Lienacquire by eminent domain or similar process; (n) Liens encumbering reasonable customary initial deposits 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 margin deposits interests of any Restricted Person therein, in any manner under any and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesall Laws; (o) Liens that constitute Guarantees of Indebtedness rights reserved to the extent such Guarantees are permitted by Section 7.03;grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto, pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith; and (p) Liens on Property otherwise 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 herein which secure obligations in an aggregate principal or face amount of all Indebtedness secured by Liens under this Section 7.01(o) shall not to exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and time outstanding 10% of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationBorrower’s Consolidated Tangible Net Worth.

Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenuesProperty, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property Property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b)) ; (c) Liens (other than Liens imposed under ERISA) for taxes 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 are business, provided that such Liens secure only amounts not overdue for a period of more than 60 days or yet due and payable or, if more than sixty due and payable, (60i) days overdue, are unfiled and no other action has been take taken to enforce such Lien the same or which (ii) 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) (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 ERISA 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)ERISA; (f) deposits to secure the performance of bids, trade contracts contracts, licenses and leases (other than Indebtedness), statutory obligations, surety bonds (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, servitudesrestrictions, permits, reservations, exceptions, covenants and other zoning restrictions as to the use of real property, and other similar encumbrances incurred affecting Real Property which, in the ordinary course of business whichaggregate, with respect to all of the foregoingare not substantial in amount, do not 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 or marketability 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)7.03(c) ; provided that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property Property other than the property Property financed by such Indebtedness and the proceeds and products thereof and thereof, (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 Property being acquired on the date of acquisitionacquisition and (iii) such Liens attach to such Property concurrently with or within thirty (30) days after the acquisition thereof; (i) leases, licenses or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary; (j) Subject to the consent any interest of Administrative Agent, Liens existing upon property acquired in an acquisition or title of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereoflessor under, and not upon any other propertyLiens arising from precautionary UCC financing statements (or equivalent filings, securing only Indebtedness registrations or agreements in foreign jurisdictions) solely evidencing such lessor’s interest under, leases permitted by Section 7.03(i)this Agreement; (k) Liens reserved deemed to exist in leases of business premises entered into connection with Investments in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premisesrepurchase agreements permitted under Section 7.02 ; (l) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions holding such deposits; (m) Liens (i) of a collection bank arising under Section 4.210 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (judgment liens in each case limited to the cash, commodity contracts respect of judgments that either individually or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course aggregate do not constitute an Event of business and not for speculative purposes;Default under Section 9.01(h) ; and (o) Liens that constitute Guarantees any Lien (i) existing on property of a Person at the time of its consolidation with or merger into a Borrower or a Subsidiary or at the time such Person becomes a Subsidiary or (ii) existing on any property acquired by a Borrower or any Subsidiary at the time such property is so acquired (whether or not the 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 7.01secured thereby shall have been assumed); provided that in each such case, (x) such Lien was not created or assumed in contemplation of such consolidation or merger or such Person becoming a Subsidiary or such acquisition of property, (y) such Lien shall extend solely to the aggregate principal property so acquired or face in the case of an acquisition of a Subsidiary, the assets of the Subsidiary and (z) such Lien shall not secure an amount of all Indebtedness secured by Liens under this in excess of the amount referenced in Section 7.01(o7.03(i) shall not exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligation.

Liens. Create, incur, assume 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 pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for 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 if more than sixty Material Adverse Event, and which constitute (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) (iA) pledges or deposits in the ordinary course of business under worker’s compensation laws, unemployment insurance laws or similar legislation, (B) good faith deposits in connection with workers’ compensationbids, unemployment insurance and other social security legislationtenders, contracts or leases to which Borrower is a party for a purpose other than any Lien borrowing money or obtaining credit, including rent security deposits, (C) Liens imposed by ERISA law, such as those of carriers, warehousemen and mechanics, if payment of the obligation secured thereby is not yet due, and (iiD) pledges and or deposits in the ordinary course of business securing liability for reimbursement to secure public or indemnification statutory 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 a Subsidiary, or surety, customs or appeal bonds to which Borrower or a Subsidiary is a party; (iii) Liens on proceeds 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 insurance policies securing Indebtedness permitted under Section 7.03(m)(i); (f) deposits to secure the performance others for, rights of bidsway, trade contracts sewers, electric lines, telegraph and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds telephone lines and other obligations of a like nature incurred in the ordinary course of business; (g) easementssimilar purposes, rights-of-way, servitudes, permits, reservations, exceptions, covenants and or zoning or other restrictions as to the use of such real property; provided, and other similar encumbrances incurred in the ordinary course of business whichhowever, with respect to that all of the foregoing, in the aggregate, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and which do not in at any case time materially detract from the value of the property subject thereto said properties or materially interfere with impair their use in the ordinary conduct operation of the business businesses of the applicable PersonBorrower or any Subsidiary; (hiv) Liens securing judgments for each Lien described in Schedule 7.02(e) may be suffered to exist upon 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 same terms as of the date such Indebtedness is incurred the cost or fair market value, whichever is lower, of the property being acquired those existing on the date of acquisition; (j) Subject to the consent of Administrative Agenthereof, Liens existing upon property acquired in an acquisition but no extension or of any Person that becomes renewal thereof shall be permitted except for a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into refinancing in the ordinary course of business for rent and for compliance with the terms an amount not in excess of the lease limited original amount subject to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (nv) Liens encumbering reasonable customary initial deposits arising out of judgments or awards against the Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary shall be prosecuting an appeal or proceeding for review and margin deposits and similar Liens (in each case limited with respect to the cashwhich it shall have obtained a stay of execution pending such appeal or proceeding for review; provided, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees of Indebtedness to the extent such Guarantees are permitted by Section 7.03; (p) Liens on Property not constituting Collateral for the Obligationshowever, 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 judgments or awards, that are not insured by a financially sound and reputable insurer that has admitted liability without a reservation of rights, secured by such Liens under this Section 7.01(o) shall not exceed $50,000,000 500,000 at any time. time outstanding; (vi) Liens on or upon any property existing at the time of acquisition thereof by any Borrower or any Subsidiary; provided, nothing however, that no such Lien shall (A) extend to or cover any other property, and (B) have been created in this Section 7.01 shall in and contemplation or as a result of itself constitute or be deemed to constitute an agreement or acknowledgment such acquisition by the Administrative Agent Borrower or such Subsidiary; (vii) Liens on or upon any property of a Person existing at the time such Person shall be merged into or acquired by the Borrower or any Lender Subsidiary pursuant to Section 7.02(f); provided, however, that any Indebtedness subject no such Lien shall (A) extend to or secured 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 LienSubsidiary 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, right however, that no such Lien shall extend to or cover any other interest permitted property of the Borrower or a Subsidiary; (ix) Liens granted solely in connection with the execution and delivery of a Hedge Agreement between the Borrower and a Lender or an Affiliate of a Lender; and (x) Liens created under subsections (a) through (o) above ranks in priority to any Obligationthis Agreement.

Liens. Create, incur, assume or suffer to exist exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens existing on the date hereof and listed on Schedule SCHEDULE 7.01 and any renewals or extensions thereof, provided PROVIDED that (i) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and proceeds and products thereof, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is not prohibited by SECTION 7.03, or if so prohibited, is permitted by Section SECTION 7.03(b); (c) Liens for 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 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 conductedproceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (e) (i) 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 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)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 bonds (other than bonds related to judgments or litigation)and appeal bonds, 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 charges or encumbrances incurred which, in each case are granted, entered into or created in the ordinary course of business which, with respect to all of the foregoing, do not 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 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) or securing appeal or other surety bonds related to such judgmentseffectively stayed; (i) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 7.03(e); provided pursuant to any Mortgage or Mortgage Note Agreement or any "Security Document", as that (i) such Liens securing purchase money Indebtedness do not at any time encumber any property other than term is defined in 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 the date of acquisitionMortgage Note Agreement; (j) Subject Liens on property not covered by any Mortgage securing obligations under Swap Contracts not exceeding at any time an aggregate amount for all such Liens equal to the consent one percent (1%) of Administrative Agent, Liens existing upon property acquired in an acquisition or of any Person that becomes a Restricted Subsidiary, existing at the time of such acquisition and not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i)Net Tangible Assets; (k) Liens reserved on (A) property or shares of equity interests of another Person at the time such other Person becomes a Subsidiary, or (B) property at the time any Loan Party or Subsidiary 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 leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms contemplation of the lease limited acquisition of such Person or such 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 equipment 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 thereby is permitted to be created, incurred, assumed or permitted to exist pursuant to SECTION 7.03, and fixtures on (v) the leased premisesMLP shall have demonstrated in writing to the reasonable satisfaction of the Required Lenders that the secured Indebtedness created, incurred, assumed or permitted to exist referred to the preceding clause (iv) was permitted pursuant to SECTION 7.03; (l) Liens on property or assets of any Subsidiary (iother than a Borrower) securing Indebtedness of such Subsidiary owing to a collection bank arising under Section 4.210 of Borrower or a Guarantor; PROVIDED that the UCC on items in Operating Partnership may create Liens to secure any Indebtedness owed to the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) in connection with Cash Management Obligations and 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;MLP. (m) other Liens (i) on cash advances in favor of PROVIDED that notwithstanding the seller of any 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 Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05foregoing, in each case, solely to no event will the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited to the cash, commodity contracts or other Investments in such account) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (o) Liens that constitute Guarantees aggregate amount 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 thereby exceed $50,000,000 at any time. provided, nothing in this Section 7.01 shall in and time an amount equal to 1% of itself constitute or be deemed to constitute an agreement or acknowledgment by the Administrative Agent or any Lender that any Indebtedness subject to or secured by any Lien, right or other interest permitted under subsections (a) through (o) above ranks in priority to any ObligationNet Tangible Assets.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (bi) Liens existing on the date hereof and listed on Schedule 7.01 7.02 and any refinancings, refundings, renewals or extensions thereof, ; provided that (iA) the Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 thereby is not changed and proceeds and products thereof, (iiB) the amount Debt secured or benefited thereby is not increased except as contemplated by Section 7.03(b)(1) by the utilization of any existing commitments thereunder, (iii2) the direct accrued and unpaid interest and premiums thereon and (3) underwriting discounts or any contingent obligor with respect thereto is not changedother 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 7.03(b)extension; (cii) Liens for taxes 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 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 GAAPPerson; (e) (iiv) 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 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 credit, 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)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 bonds (other than bonds related to judgments or litigation)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, servitudes, permits, reservations, exceptions, covenants and other restrictions as to the use of real property, and other similar encumbrances incurred in the ordinary course of business which, with respect to all of the foregoing, do not secure the payment of Indebtedness of a Loan Party (other than pursuant to the Loan Documents) and affecting real property 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 securing appeal or other surety bonds related to such judgmentsSection 8.01(i), respectively; (iviii) Liens on the property of the Borrower or any 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 purchase money Indebtedness permitted under Section 7.03(e(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 (ix) such Liens securing purchase money Indebtedness do not at any time encumber any property other than the property financed by such Indebtedness Debt and the proceeds and products thereof 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 (iiy) in the case of clause (A) the Indebtedness Debt secured thereby is either Non-Recourse Debt with respect to the Borrower and its Subsidiaries or 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 acquired, developed, constructed, altered, repaired or improved or initial financing thereof, plus the date of acquisitioncosts incurred for delivery installation, maintenance programs and items similar to the foregoing and, fees, costs and expenses incurred in connection therewith; (jix) Subject any Lien existing on any property or asset prior to the consent of Administrative Agent, Liens acquisition thereof by the Borrower or any Subsidiary or existing upon on any property acquired in an acquisition or asset of any Person that becomes a Restricted Subsidiary, existing at Subsidiary after the date hereof prior to the time of such acquisition and Person becomes a Subsidiary; provided that (A) such Lien is not incurred in contemplation thereof, and not upon any other property, securing only Indebtedness permitted by Section 7.03(i); (k) Liens reserved in leases of business premises entered into in the ordinary course of business for rent and for compliance with the terms of the lease limited to equipment and fixtures on the leased premises; (l) Liens (i) of a collection bank arising under Section 4.210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; or (iv) created 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 property to be acquired in an Investment permitted pursuant to Sections 7.02(i) and (j),to be applied against the purchase price for acquisition or such Investment, and (ii) consisting of an agreement to Dispose of any property in Person becoming a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or DispositionSubsidiary, as the case may be, would have been permitted (B) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary other than proceeds and products of the property covered 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 creation of date such LienPerson becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof other than by an amount equal to accrued and unpaid interest, premiums (including tender premiums thereon), plus underwriting discounts or other amount paid, and fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with any such extension, renewal or replacement and by an amount equal to any existing commitments unutilized thereunder; (nx) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens (in each case limited 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, commodity contracts securities, portfolio investments or other Investments in such account) attaching to commodity trading accounts property into collateral trusts, reinsurance trusts or other brokerage collateral or escrow accounts with or for the benefit of ceding companies or insurance regulators of such Subsidiary; (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; (xvi) (A) Liens arising from pledges or deposits of cash, securities or portfolio investments made by any Subsidiary that is a Regulated Insurance Company (x) as a condition to obtaining or maintaining any licenses issued to it by any Applicable Insurance Regulatory Authority or (y) as otherwise required to comply with the requirement of applicable insurance Laws, or (B) Liens, in case of a Regulated Insurance Company organized under Maltese laws, arising from operation of Law, in respect of its liability from its insurance business, including insurance claims; (xvii) Liens on assets pledged, deposited into an account or trust or otherwise allocated as a separate account in connection with, and securing or specifically available to satisfy obligations under, a Policy, Reinsurance Agreement or Retrocession Agreement, in an amount reasonable and as required under the terms of such Policy, Reinsurance Agreement or Retrocession Agreement (or the documentation related thereto); (xviii) 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 ordinary course of 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 and not for speculative purposesbusiness; (oxxvii) Liens that constitute Guarantees securing the Obligations in favor of Indebtedness to the extent holders of all such Guarantees are permitted by Section 7.03Obligations ratably; (pxxviii) Liens on Property not constituting Collateral for 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 (xxix) Liens on assets of the Obligations, the Cash Management Obligations or the Secured Swap Obligations Borrower and its Subsidiaries not otherwise permitted by the foregoing clauses of this Section 7.01above; provided that the sum of (x) the aggregate outstanding principal or face amount of all Indebtedness Debt and other obligations secured by Liens under incurred pursuant to this Section 7.01(oclause (xxix), plus (y) the aggregate principal amount of Unsubordinated Debt shall not exceed $50,000,000 at any time. provided2.5% 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 furnished pursuant to Section 4.01(a)(vii), nothing in this Section 7.01 shall in and of itself constitute 6.01(i) 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 LienSection 6.01(ii), right or other interest permitted under subsections (a) through (o) above ranks in priority to any Obligationas applicable.